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SOFTWARE-AS-A-SERVICE AGREEMENT
SOFTWARE-AS-A-SERVICE AGREEMENT
This Software-as-a-Service Agreement (“Agreement”), is effective on the date stated in the associated Order Form (the “Effective Date”), is entered into by and between Brandfolder Inc., a Delaware corporation, with offices at 3501 Wazee St., #300, Denver, Colorado 80216 (“Brandfolder”) and the entity identified on the associated Order Form (“Customer”).
Definitions.
“Affiliate” means, with respect to a party, any entity which directly or indirectly controls, is controlled by or is under common control with such party, where “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity through the ownership of 50% or more of the voting interests of such party (but only for as long as such entity meets these requirements).- “Customer Data” means any data, content, works, and information provided or delivered by Customer, and/or any User, to Brandfolder through the Brandfolder Services.
- “Documentation” means the user manuals provided or made available to Customer by Brandfolder for the Brandfolder Services.
- “Brandfolder Services” means the online service identified in an Order Form.
- “Brandfolder Software” means Brandfolder’s proprietary software used by Brandfolder to provide the Brandfolder Services.
- “Intellectual Property Rights” means all known or hereafter existing worldwide copyrights, trademarks, service marks, trade secrets, patents, patent applications, know-how, moral rights, contract rights, and other proprietary rights.
- “Order Form” means a Brandfolder order form or similarly titled document that references this Agreement and is executed by both parties that identifies services purchased by Customer, fees to be paid by Customer, and other terms and conditions.
- “Users” means Customer’s employees, contractors, and other individuals who are authorized by Customer to use the Brandfolder Services on behalf of Customer and have been supplied user identifications and passwords by Brandfolder for this purpose.
Additional definitions are found in Exhibit A.
Access Grant and Other Rights.- Subject to the terms and conditions of this Agreement, Brandfolder grants to Customer during the Term (as defined below) a non-exclusive, non-transferable right to access and use the Brandfolder Services for which Customer has paid the applicable fees, solely for Customer’s internal business purposes, and only in accordance with the Documentation, the user quotas, and other limitations set forth in an associated Order Form.
Restrictions On Use. Customer will not, and will not permit their employees and third party contractors to (a) reproduce, modify, adapt, alter, translate, or create derivative works from the Brandfolder Software or Brandfolder Service; (b) sublicense, lease, rent, loan, sell, distribute, make available, or otherwise transfer the Brandfolder Software or Brandfolder Service to any third party, (c) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Brandfolder Software or Brandfolder Service; or (d) otherwise use or copy the Brandfolder Software or Brandfolder Service except as expressly allowed under Section 2.1 .- Customer hereby grants to Brandfolder a non-exclusive right and license to use the Customer Data solely for the limited purpose of performing Brandfolder’s obligations hereunder for the benefit of Customer. Brandfolder shall not use the Customer Data for the benefit of any other customer of Brandfolder, or for any other purpose, without Customer’s prior written approval. Subject to the rights granted in this Agreement, Customer retains all right, title and interest in and to the Customer Data, and Brandfolder acknowledges that it neither owns nor acquires any additional rights in and to the Customer Data not expressly granted by this Agreement. Customer represents and warrants that it has the right to use the Customer Data and provide the Customer Data to Brandfolder. Brandfolder may generate Usage Data to operate, improve, analyze, and support the Brandfolder Services and for benchmarking and reporting and for any other lawful business purposes. However, Brandfolder will not disclose Usage Data externally, including in benchmarks or reports, unless it has been (i) de-identified so that it does not individually identify Customer or Users and (ii) aggregated with usage data across other Brandfolder customers. “Usage Data” means technical logs, data and learnings about Customer’s use of the Brandfolder Services and marketing assets.
Access Credentials. Each User will be assigned a unique user identification name and password for access to and use of the Brandfolder Service. Customer shall be responsible for ensuring the security and confidentiality of its login credentials. Customer’s access and use of the Brandfolder Service will be limited to the number of Users and types of transactions for which Customer has paid the applicable Fees. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Brandfolder Service, and notify Brandfolder promptly of any such unauthorized use. Customer will be liable for the acts and omissions of all Users to the extent any of such acts or omissions, if performed by Customer, would constitute a breach of, or otherwise give rise to liability to Customer under, this Agreement.
Customer Affiliates. Customer may grant its Affiliates access to and use of the Brandfolder Services solely so the Affiliates may use Brandfolder Services for the benefit of Customer and not for the Affiliate’s own benefit, in all cases, subject to the terms and condition of this Agreement. Customer will remain fully responsible and liable for all acts and omissions of such Affiliates arising from or related to this Agreement, including the Affiliates’ access and use of the Brandfolder Services, as if performed by Customer itself. Customer shall notify each Affiliate of the terms and conditions of this Agreement.
Support Services. Subject to the terms and conditions of this Agreement, Brandfolder will provide Customer with those support and maintenance services for the Brandfolder Services described in Exhibit A (“Support Services”).
Proprietary Rights. The Brandfolder Services, Usage Data, and Brandfolder Software, and all worldwide Intellectual Property Rights therein, are the exclusive property of Brandfolder and its third-party licensors. All rights in and to the Brandfolder Services and Brandfolder Software not expressly granted to Customer in this Agreement are reserved by Brandfolder and its suppliers. Customer will not remove, alter, or obscure any proprietary notices (including copyright notices) of Brandfolder or its suppliers on the Brandfolder Software or Documentation.
Fees and Payment.- Customer will pay Brandfolder the fees set forth in the associated Order Form. All Fees are non-refundable, except as otherwise set out in this Agreement. The annual subscription and support fees for the use of the Brandfolder Services are annual fees that are payable annually in advance. The on boarding fee is a one-time fee that will be billed on the initial invoice. The Fees are subject to revision by Brandfolder on an annual basis based on market conditions and functional changes in the Brandfolder Software and Brandfolder Services that may occur.
- Brandfolder shall invoice Customer in advance. Unless otherwise expressly provided in this Agreement, Customer will pay all Fees no later than 30 days after Customer’s receipt of the applicable invoice. Fees exclude all applicable sales, use, and other taxes (excluding any taxes arising from Brandfolder’s income or any employment taxes) (“Taxes”). Brandfolder will invoice for, collect, and remit applicable Taxes only if required by applicable law. Customer shall make all payments in U.S. dollars.
Warranty; Disclaimer.
Brandfolder Warranty. Brandfolder warrants that (a) it will perform the Support Services in a professional and competent manner in accordance with industry standards, and (b) the Brandfolder Services will be free of material Errors. As Customer’s sole and exclusive remedy and Brandfolder’s sole obligation for a breach of the warranty in (a) above, and only if Customer notifies Brandfolder of a breach of the warranty in sub-section (a) above, specifying the breach in reasonable detail, within 30 days after Brandfolder performs the non-conforming Support Services, then Brandfolder will, at its own option and expense re-perform the Support Services which gave rise to the breach. As Customer’s sole and exclusive remedy and Brandfolder’s sole obligation for a breach of the warranty in (b) above, and only if Customer notifies Brandfolder of a breach of the warranty in sub-section (b) above, specifying the breach in reasonable detail, within 30 days after Customer experiences such Error, Brandfolder will, at its own option and expense: (i) correct or provide a work around for any Error; or (ii) at Brandfolder’s option, refund the Fees paid by Customer for the Brandfolder Services for the period during which Customer was not able to use the Brandfolder Services.- EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND AND EACH PARTY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. BRANDFOLDER DOES NOT WARRANT THAT CUSTOMER’S USE OF THE BRANDFOLDER SOFTWARE OR BRANDFOLDER SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM UNAUTHORIZED ACCESS.
indemnity.- Brandfolder will defend any claim, suit, or action against Customer brought by a third party to the extent based on an allegation that the Brandfolder Software infringes any Intellectual Property Rights of such third party (each, a “Customer Claim”), and Brandfolder shall indemnify and hold Customer harmless, from and against damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and other legal expenses) (collectively, “Losses”) that are specifically attributable to such Customer Claim or those costs and damages agreed to in a settlement of such Customer Claim. The foregoing obligations are conditioned on Customer: (a) promptly notifying Brandfolder in writing of such Customer Claim; (b) giving Brandfolder sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Brandfolder’s request and expense, assisting in such defense. In the event that the use of the Brandfolder Software and/or Service is enjoined, Brandfolder shall, at its option and at its own expense either (a) procure for Customer the right to continue using the Brandfolder Services and/or Brandfolder Software, as applicable, (b) replace the Brandfolder Software with a non-infringing but functionally equivalent product, (c) modify the Brandfolder Software so it becomes non-infringing or (d) terminate this Agreement and refund the amounts Customer paid for the Brandfolder Services that relate to the period during which Customer was not able to use the Brandfolder Services. Notwithstanding the foregoing, Brandfolder will have no obligation under this Section 7.1 with respect to any infringement claim based upon: (1) any use of the Brandfolder Software and/or Brandfolder Services not in accordance with this Agreement; (2) any use of the Brandfolder Software and/or Brandfolder Services in combination with products, equipment, software, or data that Brandfolder did not supply or approve of if such infringement would have been avoided without the combination with such other products, equipment, software or data; or (3) any modification of the Brandfolder Software and/or Brandfolder Services by any person other than Brandfolder or its authorized agents or subcontractors. This Section 7.1 states Brandfolder’s entire liability and Customer’s sole and exclusive remedy for infringement claims or actions.
- Customer shall defend, any claim, suit, or action against Brandfolder brought by a third party to the extent that such claim, suit or action is based upon Customer’s or Brandfolder’s use of any Customer Data in accordance with this Agreement (“Brandfolder Claim”) and Customer shall indemnify and hold Service harmless, from and against Losses that are specifically attributable to such Brandfolder Claim or those costs and damages agreed to in a settlement of such Brandfolder Claim. The foregoing obligations are conditioned on Brandfolder: (a) promptly notifying Customer in writing of such Brandfolder Claim; (b) giving Customer sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Customer’s request and expense, assisting in such defense. Notwithstanding the foregoing, Customer will have no obligation under this Section 7.2 or otherwise with respect to any Brandfolder Claim to the extent based upon Brandfolder’s use of the Customer Data in violation of this Agreement.
Limitation of Liability. In no event will EITHER PARTY be liable for any consequential, indirect, EXEmplary, special, or incidental damages, OR FOR any lost data, lost profits OR costs of procurement of substitute goods or services, arising from or relating to this Agreement, however caused and under any theory of liability (including negligence), even if SUCH PARTY has been advised of the possibility of such damages. EACH PARTY’s total cumulative liability in connection with this Agreement, whether in contract or tort or otherwise, will not exceed the amount OF FEES PAID OR OWED BY Customer TO Brandfolder UNDER THIS AGREEMENT DURING THE 12 month period preceding the event giving rise to such lability. the limitation of liabilities set forth in this section8 do not apply to a party’s obligations under Section 7, to liability arising from a party’s breach of section 9, or to liability arising from customer’s breach of section 2.1 or 2.
Confidential Information. Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the business of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, customer, planning, and other confidential or proprietary information (“Confidential Information”). Any information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party will be considered Confidential Information of the Disclosing Party. The Brandfolder Software, including without limitation any routines, subroutines, directories, tools, programs, or any other technology included therein, shall be considered Brandfolder’s Confidential Information. Customer’s Confidential Information includes the Customer Data.
Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than to perform obligations or exercise rights under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, and disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
Exceptions. The Receiving Party’s obligations under Section 9.2 with respect to any Confidential Information of the Disclosing Party will terminate if such information: (a) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure or obtain a protective order.
Return of Confidential Information. The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control promptly upon the termination or expiration of this Agreement or the written request of the Disclosing Party; provided that the Receiving Party may keep one copy for its legal and archival purposes.
Term and Termination
Term. The term of this Agreement will begin on the Effective Date and will continue for a period identified in an associated Order Form (the “Initial Term”), after which it shall automatically continue to renew for successive one year periods (each, a “Renewal Term”) unless either party provides written notice to the other party of its intent to non-renew not less than 90 days prior to the end of the then-current Renewal Term. The Initial Term and Renewal Term are collectively referred to as the “Term”. The Term may be sooner terminated as set forth herein.
Termination. Either party may terminate this Agreement if the other party breaches any material provision of this Agreement, provided, that, where curable, the breaching party does not cure such breach within 30 days after receiving notice thereof.
Effects of Termination. Upon termination or expiration of this Agreement, any amounts owed to Brandfolder under this Agreement before such termination or expiration will be immediately due and payable, all access rights to the Brandfolder Services granted in this Agreement will immediately cease to exist, and Customer must promptly discontinue all use of the Brandfolder Software and Brandfolder Services. Sections 1, 4, 7, 8, 9, 3, and 11, together with any accrued payment obligations, will survive expiration or termination of this Agreement for any reason.
General
Compliance with Laws. Each party shall comply with all applicable laws and regulations concerning the provision and use (as applicable) Brandfolder Services.
Assignment. Neither party may assign or transfer, by operation of law or otherwise, any of its rights under the Agreement to any third party without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed; except that each party may assign this Agreement, without consent, to an Affiliate or any successor to all or substantially all its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any attempted assignment or transfer in violation of the foregoing will be null and void.
Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder for any cause which is beyond the reasonable control of such party.
Notices. All notices, consents, and approvals under this Agreement must be delivered in writing by courier or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth on the first page of this Agreement, and will be effective upon receipt or when delivery is refused. Either party may change its address by giving notice of the new address to the other party.
Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Colorado, without reference to its choice of laws rules. The parties expressly exclude the application of the United Nations Convention on the International Sale of Goods.
Remedies. Except as provided in this Agreement, the parties’ rights and remedies under this Agreement are cumulative. Customer acknowledges that the Brandfolder Software contains valuable trade secrets and proprietary information of Brandfolder, that any actual or threatened breach of Section 2 or Section 9 may constitute immediate, irreparable harm to the non-breaching party for which monetary damages would be an inadequate remedy, and that Brandfolder is entitled to seek injunctive relief in the event of any such actual or threatened breach. If any legal action is brought by either party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.
Waivers; Severability. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Entire Agreement; Counterparts. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties. This Agreement may be executed in counterparts. Once signed, any unaltered reproduction thereof made by reliable means (g., photocopy, .pdf, email scan or facsimile) will be considered an original.
Exhibit A
Support Services
The terms and conditions in this Exhibit apply only if Customer has purchased Support Services.
- Capitalized terms used but not defined in the Agreement shall have the meanings set forth in this Section 1:
- “Error” shall mean a reproducible defect in the Brandfolder Services when operated in accordance with the Documentation, which causes the Brandfolder Services not to operate substantially in accordance with the Documentation.
- “Resolution” shall mean a modification or workaround to the Brandfolder Services and/or Documentation and/or other information provided by Brandfolder to Customer intended to resolve an Error.
- “Standard Business Day” means 9:00 a.m. to 5:00 p.m. (Mountain Time), Monday through Friday (excluding regular U.S holidays and Brandfolder holidays).
- “Standard Support Hour” shall mean an hour during a Standard Business Day.
Support Services Provided.
Telephone Support. Brandfolder will provide telephone support during the Standard Support Hours. Telephone support will include the following:- Clarification of functions and features of the Brandfolder Services;
- Clarification of the Documentation;
- Guidance in operation of the Brandfolder Services;
- Assistance in identifying and verifying the causes of suspected Errors in the Brandfolder Services; and
- Advice on bypassing identified Errors in the Brandfolder Services, if reasonably possible.
Resolution of Errors. For all inquiries received by Brandfolder during its Standard Support Hours, Brandfolder will provide an initial response according to the service level criteria in Table 1 below.
Travel and Other Expenses. Support Services provided hereunder shall be provided at Brandfolder’s principal place of business. Should Customer request that Brandfolder send personnel to any Customer facility to resolve any Error in the Brandfolder Services, Customer shall pay Brandfolder’s reasonable, pre-approved travel, meals, and lodging expenses. Under such circumstances, Customer shall also pay actual costs for supplies and other expenses reasonably incurred by Brandfolder and necessary for the Support Services, which are not of the sort normally provided or covered by Brandfolder, provided that Customer has approved in advance the purchase of such supplies and other expenses.- Brandfolder will provide the Support Services only for the Brandfolder Services. Brandfolder shall have no responsibility under this Agreement to fix any Errors to the extent arising solely out of or solely related to the following causes: (i) any Error caused by Customer or its Users, (ii) any Error or unavailability of the Brandfolder Services caused by use of the Brandfolder Services in any manner or in any environment inconsistent with its intended purpose, (iii) any of Customer’s hardware or software if modified or repaired in any manner which materially adversely affects the operation or reliability of the Brandfolder Services, or (iv) any equipment or software or other material utilized in connection with the Brandfolder Services used by Customer contrary to manufacturer's instructions Any corrections performed by Brandfolder for such Errors shall be made, in Brandfolder’s reasonable discretion, at Brandfolder’s then-current time and material rates.
Customer Responsibilities. Except for training services provided by Brandfolder to Customer pursuant to an agreed training engagement, Customer is responsible for ensuring that all appropriate personnel are knowledgeable in the operation and use of the Brandfolder Services (pursuant to the Documentation) and associated equipment.
Table 1 – Severity Levels Table
Brandfolder will assign a severity level to each service request upon receipt of an Error from Customer pursuant to the descriptions set forth in Table 1 below. In some cases, it may be appropriate to upgrade or downgrade the severity level from its initial assignment. For example, if a work-around is identified and implemented for a Critical level problem, the severity level will be downgraded to a Medium level. An incident number will be assigned to each service request upon receipt. This incident number will be reported to Customer and used as a means to track support status.
Severity Level | Description | Response and Resolution Standard Support |
CRITICAL | Brandfolder Services are inoperative or unusable. Critical or material impact on normal business operations. | Brandfolder will use commercially-reasonable efforts to contact Customer within 2 Standard Support Hours of the problem report. Brandfolder will use commercially-reasonable efforts to sustain Resolution activities as long as necessary during the Standard Business Day. Resolution will restore the Brandfolder Services to adequate operation as quickly as possible. |
HIGH | Brandfolder Services are partially inoperative and there are no work-arounds available. Less critical but severely restrictive impact on normal business operations. | Brandfolder will use commercially-reasonable efforts to contact Customer within 6 Standard Support Hours of the problem report. Brandfolder will use commercially-reasonable efforts to resolve the issue. Resolution will restore the Brandfolder Services or incorrect function to adequate operation within a reasonable timeframe. |
MEDIUM | Brandfolder Services are usable with limited functions. Work-around exists to prevent impact on business operations. | Brandfolder will use commercially-reasonable efforts to contact Customer within 10 Standard Support Hours of the problem report. Brandfolder will determine the activities necessary to resolve the problem and the timeframe in which Resolution can be completed. Customer may request that Resolution be accelerated. An accelerated schedule may result in additional fees. |
LOW | Brandfolder Services are usable but problem has been identified and correction is required. | Brandfolder will use commercially-reasonable efforts to contact Customer within 24 Standard Support Hours of the problem report. Brandfolder will determine the activities necessary to resolve the problem and the timeframe in which Resolution can be completed. Customer may request that Resolution be accelerated. An accelerated schedule may result in additional fees. |
SUGGESTION | Brandfolder Services are usable and is functioning properly. A change or enhancement has been suggested by Customer. | Brandfolder and Customer will mutually agree on a Resolution. Additional costs may apply. |
Privacy Policy
BRANDFOLDER PRIVACY POLICY
Version: May 2018
Brandfolder, Inc. (“Brandfolder”, “us” or “we”) operates the www.brandfolder.com website and associated pages and platforms. It is Brandfolder’s policy to respect your privacy regarding any information we may collect through our website or other services. By submitting personal information through our website or through our related services, you agree to the terms of this Privacy Policy and you expressly consent to the processing of your personal information in accordance with this Privacy Policy.
Personal information means information that is related to an individual. Non-personal information means information that does not directly identify an individual. Brandfolder collects both types of information about users. The following provides examples of the types of data that we collect from you and how we use the information.
Information from Technology.
Like most website operators, Brandfolder collects information of the sort that web browsers and servers typically make available, such as the browser type, language preference, referring site, and the date and time of each visitor request. Brandfolder’s purpose in collecting this information is to better understand how Brandfolder’s visitors use its website. From time to time, Brandfolder may release aggregate information, e.g., by publishing a report on trends in the usage of its website that does not identify any particular user. Brandfolder also collects information like Internet Protocol (IP) addresses for logged in users.
We also may use cookies. A cookie is a string of information that a website stores on a visitor’s computer, and that the visitor’s browser provides to the website each time the visitor returns. Brandfolder uses cookies to help Brandfolder identify and track visitors, their usage of the Brandfolder website, and their website access preferences. Brandfolder visitors who do not wish to have cookies placed on their computers should set their browsers to refuse cookies before using Brandfolder’s website, with the drawback that certain features of Brandfolder’s website may not function properly without the aid of cookies.
Ads appearing on any of our websites may be delivered to users by advertising partners, who may set cookies. These cookies allow the ad server to recognize your computer each time they send you an online advertisement to compile information about you or others who use your computer. This information allows ad networks to, among other things, deliver targeted advertisements that they believe will be of most interest to you. This Privacy Policy covers the use of cookies by Brandfolder and does not cover the use of cookies by any advertisers.
Information from You.
Certain visitors to Brandfolder’s website may choose to interact with Brandfolder in ways that require Brandfolder to gather certain information. The amount and type of information that Brandfolder gathers may depend on the nature of the interaction. For example, we ask visitors who sign up for an account at Brandfolder.com to provide an email address. Those who engage in transactions with Brandfolder – by purchasing a subscription, for example – are asked to provide additional information, including as necessary the personal and financial information required to process those transactions.
We also retain information that you post or store through your account and/or on our website, including without limitation, logos, company and brand information, company bios, product images, videos, colors, fonts, drawings, company files, and other documents and materials.
If you exchange any messages through our site, we may store those as well. If you provide us feedback or contact us via e-mail, we will collect your name and e-mail address, as well as any other content included in the e-mail, in order to send you a reply, and any information that you submit to us, such as a resume. When you post messages on the message boards of our website or on our blog, the information contained in your posting will be stored on our servers and other users will be able to see it. We may also retain any messages you send through the service, and may collect information you post to the service.
We may receive information about you from third parties. For example, if you access our service through the recommendation or referral link from a third party or use third party login credentials (like Facebook), that third party may pass certain information about your use of its service to Brandfolder. This information could include, but is not limited to, information about any projects you are working on, any information that you permitted the third party to share with us, and any information you made public in connection with that service.
We may collect information that is necessary for our legitimate interests, which will be disclosed to you at the time of collection. Brandfolder will use this information for the purposes of which it was collected.
PLEASE BE ADVISED THAT WE DO NOT SCREEN OR MANAGE THE CONTENT (E.G., DIGITAL ASSETS) THAT YOU UPLOAD TO OUR SERVICE PLATFORM, THE LEGALITY AND APPROPRIATENESS OF WHICH ARE SOLELY YOUR RESPONSIBILITY. YOU SHOULD NOT UPLOAD ANY HIGHLY SENSITIVE OR SPECIALLY REGULATED DATA (SUCH AS PERSONAL HEALTH AND FINANCIAL INFORMATION) AS THIS IS NOT RELEVANT TO THE FUNCTIONALITY OF OUR SERVICE AND WE DO NOT HAVE SPECIAL CONTROLS IN PLACE TO PROTECT THESE TYPES OF DATA.
Use of Your Information.
In general, information you submit to us is used either to respond to requests that you make, or to aid us in serving you better. Brandfolder uses your information to facilitate the creation of and secure your account on our network; identify you as a user in our system; provide improved administration of our website and services; improve the quality of experience when you interact with our website and services; send you administrative e-mail notifications; respond to your inquiries related to employment opportunities or other requests; send promotional communications; send upgrades and special offers related to our services and for other marketing purposes of Brandfolder or our third party companies, should you opt-in to receive such communications by following the instructions we provide; make telephone calls to you, from time to time, as a part of secondary fraud protection or to solicit your feedback; comply with applicable law or legal requirements; and for other legitimate purposes permitted by applicable law.
We may create aggregate data records from information (including any content uploaded by you) by excluding information (such as your name) that make the data personally identifiable to you. We use this aggregate data to analyze request and usage patterns so that we may enhance the content of our services and improve site navigation. Brandfolder reserves the right to use this information internally without restriction and disclose aggregate data to third party companies for any purpose in its discretion.
If you provide feedback on any of our services to us, we may use such feedback for any purpose, provided we will not associate such feedback with your information. Brandfolder will collect any information contained in such communication and will treat the information in such communication in accordance with this Privacy Policy.
Visitors and users can always refuse to supply certain information, with the caveat that it may prevent them from engaging in certain website-related activities.
Brandfolder may collect statistics about the behavior of visitors to its websites. For instance, Brandfolder may monitor the most popular accounts on the Brandfolder.com site. Brandfolder may display this information publicly or provide it to others in an aggregated format. We reserve the right to use and disclose aggregated data that does not identify any particular user to third party companies for any purpose in our discretion.
Sharing your Information.
Brandfolder discloses information only to those of its employees, contractors and affiliated organizations that (i) need to know that information in order to process it on Brandfolder’s behalf or to provide services available at Brandfolder’s website, and (ii) that have agreed not to disclose it to others. We may share your information with service providers that perform services for Brandfolder, such as providing hosting services, marketing assistance, analyzing user data, processing payment card information, and for other legitimate purposes permitted by applicable law. Some of those service providers, and employees, contractors and affiliated organizations, may be located outside of your home country; by using Brandfolder’s website, you consent to the transfer of such information to them.
Although we currently do not have a parent company, any subsidiaries, joint ventures, or other companies under a common control (collectively, “Affiliates”), we may in the future. We may share some or all of your information with these Affiliates, in which case we will require our Affiliates to honor this Privacy Policy. If another company acquires our company or our assets, that company will possess the information collected by it and us and will assume the rights and obligations regarding your information as described in this Privacy Policy.
Regardless of any choices you make regarding your information (as described below), Brandfolder may disclose information if it believes in good faith that such disclosure is necessary to (a) comply with relevant laws or to respond to subpoenas or warrants served on Brandfolder; or (b) protect or defend the rights or property of Brandfolder or users of the services.
Brandfolder may ask you if you would like us to share your information with other unaffiliated third parties who are not described in this Privacy Policy, and we can do so with your consent.
If you send us a request (for example via a support email or via one of our feedback mechanisms), we reserve the right to publish it in order to help us clarify or respond to your request or to help us support other users. Brandfolder takes all measures reasonably necessary to protect against the unauthorized access, use, alteration or destruction of potentially personally-identifying and personally-identifying information.
Third Parties.
We may receive information about you from other sources like telephone or fax, from friends who refer you to us, or otherwise. We may add this information to the information we have already collected from you via our website in order to improve the services we provide.
Our provision of a link to any other website or location is for your convenience and does not signify our endorsement of such other website or location or its contents. When you click on such a link, you will leave our site and go to another site. During this process, another entity may collect information from you.
We have no control over, do not review, and cannot be responsible for, these outside websites or their content. Please be aware that the terms of this Privacy Policy do not apply to these outside websites or content, or to any collection of data after you click on links to such outside websites.
Retention of Information.
Brandfolder retains information: (a) For so long as your account is active or as needed to provide you with services or to fulfill our contractual obligations; (b) as necessary to comply with our legal obligations, resolve disputes, and enforce our contracts; and (c) for so long as is necessary for the purposes for which we collected such information.
Choices Regarding Commercial Messages.
We offer you choices regarding the collection, use, and sharing of your information. We will periodically send you free newsletters and e-mails that directly promote the use of our site or services and may contain advertisements for third party companies. When you receive newsletters or promotional communications from us, you may indicate a preference to stop receiving further communications from us and you will have the opportunity to “opt-out” by following the unsubscribe instructions provided in the e-mail you receive or by contacting us directly (please see contact information below). Should you decide to opt-out of receiving future mailings, we may share your e-mail address with third parties to ensure that you do not receive further communications from third parties. Despite your indicated e-mail preferences, we may send you non-commercial emails related to your account or transactions thereunder, or notices of any updates to our Terms of Use or Privacy Policy.
Access, Updates, Changes, and Deletion of Information.
You may have the right, in accordance with applicable laws, to access, update, change any of your information in your account by sending an e-mail to us at the e-mail address set forth below. You may also have the right, in accordance with applicable laws, to request deletion of your information by us, but please note that we may be required (by law or otherwise) to keep this information and not delete it (or to keep this information for a certain time, in which case we will comply with your deletion request only after we have fulfilled such requirements). When we delete any information, it will be deleted from the active database, but may remain in our archives. Our service offers publicly accessible community services such as blogs and forums. You should be aware that any information you provide in these areas may be read, collected, and used by others who access them. Your posts may remain even after you cancel your account. When we receive your requests, we may ask you to verify your identity before we can act on your request. We may withhold information where the search for that information would require disproportionate effort or have a disproportionate effect to, for example, the cost of providing the information, the time it would take to retrieve the data, or how difficult it may be to obtain the information requested.
Revocation of Consent.
Where any processing of personal information is solely dependent upon your consent, you have the right to withdraw such consent at any time. Please note that if you revoke your consent for the processing of information then we may no longer be able to provide you certain services. We may limit or deny your request to revoke consent if the law permits or requires us to do so, if we are unable to adequately verify your identity, or if our processing is not based on your consent.
Security of Your Information.
Brandfolder is committed to protecting the security of your information. We have implemented and maintain a variety of appropriate security measures and procedures to help protect your information from unauthorized access, use, or disclosure. We use a reputable third-party cloud service provider to store your content in connection with your use of our service. We may require you to enter a password to access your account information. Please do not disclose your account password to unauthorized people. Despite these measures, you should know that Brandfolder cannot fully eliminate security risks associated with information and mistakes may happen.
Dispute Resolution.
If you believe that Brandfolder has not adhered to this Statement, please contact Brandfolder by e-mail at customerservice@brandfolder.com. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation. If you and Brandfolder are unable to reach a resolution to the dispute, you and Brandfolder will settle the dispute exclusively under the rules of the American Arbitration Association (www.adr.org). You may also have the right to lodge a complaint with your respective supervisory authority or data protection regulator.
A Note to Users Outside of the United States.
Brandfolder is based, and this platform is hosted, in the United States of America. If you are from a country outside of the United States of America with laws governing data collection, use, and disclosure that may differ from U.S. law and you provide information to Brandfolder, please note that any information that you provide to us may be transferred to the United States of America. By providing your information, you hereby specifically and expressly consent to such transfer and processing and the collection, use, and disclosure set forth herein or in any terms and conditions related to the use of and access to the Brandfolder platform.
Changes to This Privacy Policy.
This Privacy Policy is subject to occasional revision, and if we make any substantial changes in the way we use your information, we will notify you by sending you an e-mail to the last e-mail address you provided to us and/or by prominently posting notice of the changes on our website. Any material changes to this Privacy Policy will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you or thirty (30) calendar days following our posting of notice of the changes on our site. These changes will be effective immediately for new users of our website or services. Please note that at all times you are responsible for updating your information to provide us with your most current e-mail address. In any event, changes to this Privacy Policy may affect our use of information that you provided us prior to our notification to you of the changes. If you do not wish to permit changes in our use of your information, you must notify us prior to the effective date of the changes that you wish to deactivate your account with us. Continued use of our website, or services, following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
Contact Information.
Brandfolder welcomes your comments or questions regarding this Privacy Policy. Please contact us at: customerservice@brandfolder.com.
If Brandfolder needs, or is required, to contact you concerning any event that involves information about you, we may do so by email, telephone, or mail.
Version: May 2018
Brandfolder, Inc. (“Brandfolder”, “us” or “we”) operates the www.brandfolder.com website and associated pages and platforms. It is Brandfolder’s policy to respect your privacy regarding any information we may collect through our website or other services. By submitting personal information through our website or through our related services, you agree to the terms of this Privacy Policy and you expressly consent to the processing of your personal information in accordance with this Privacy Policy.
Personal information means information that is related to an individual. Non-personal information means information that does not directly identify an individual. Brandfolder collects both types of information about users. The following provides examples of the types of data that we collect from you and how we use the information.
Information from Technology.
Like most website operators, Brandfolder collects information of the sort that web browsers and servers typically make available, such as the browser type, language preference, referring site, and the date and time of each visitor request. Brandfolder’s purpose in collecting this information is to better understand how Brandfolder’s visitors use its website. From time to time, Brandfolder may release aggregate information, e.g., by publishing a report on trends in the usage of its website that does not identify any particular user. Brandfolder also collects information like Internet Protocol (IP) addresses for logged in users.
We also may use cookies. A cookie is a string of information that a website stores on a visitor’s computer, and that the visitor’s browser provides to the website each time the visitor returns. Brandfolder uses cookies to help Brandfolder identify and track visitors, their usage of the Brandfolder website, and their website access preferences. Brandfolder visitors who do not wish to have cookies placed on their computers should set their browsers to refuse cookies before using Brandfolder’s website, with the drawback that certain features of Brandfolder’s website may not function properly without the aid of cookies.
Ads appearing on any of our websites may be delivered to users by advertising partners, who may set cookies. These cookies allow the ad server to recognize your computer each time they send you an online advertisement to compile information about you or others who use your computer. This information allows ad networks to, among other things, deliver targeted advertisements that they believe will be of most interest to you. This Privacy Policy covers the use of cookies by Brandfolder and does not cover the use of cookies by any advertisers.
Information from You.
Certain visitors to Brandfolder’s website may choose to interact with Brandfolder in ways that require Brandfolder to gather certain information. The amount and type of information that Brandfolder gathers may depend on the nature of the interaction. For example, we ask visitors who sign up for an account at Brandfolder.com to provide an email address. Those who engage in transactions with Brandfolder – by purchasing a subscription, for example – are asked to provide additional information, including as necessary the personal and financial information required to process those transactions.
We also retain information that you post or store through your account and/or on our website, including without limitation, logos, company and brand information, company bios, product images, videos, colors, fonts, drawings, company files, and other documents and materials.
If you exchange any messages through our site, we may store those as well. If you provide us feedback or contact us via e-mail, we will collect your name and e-mail address, as well as any other content included in the e-mail, in order to send you a reply, and any information that you submit to us, such as a resume. When you post messages on the message boards of our website or on our blog, the information contained in your posting will be stored on our servers and other users will be able to see it. We may also retain any messages you send through the service, and may collect information you post to the service.
We may receive information about you from third parties. For example, if you access our service through the recommendation or referral link from a third party or use third party login credentials (like Facebook), that third party may pass certain information about your use of its service to Brandfolder. This information could include, but is not limited to, information about any projects you are working on, any information that you permitted the third party to share with us, and any information you made public in connection with that service.
We may collect information that is necessary for our legitimate interests, which will be disclosed to you at the time of collection. Brandfolder will use this information for the purposes of which it was collected.
PLEASE BE ADVISED THAT WE DO NOT SCREEN OR MANAGE THE CONTENT (E.G., DIGITAL ASSETS) THAT YOU UPLOAD TO OUR SERVICE PLATFORM, THE LEGALITY AND APPROPRIATENESS OF WHICH ARE SOLELY YOUR RESPONSIBILITY. YOU SHOULD NOT UPLOAD ANY HIGHLY SENSITIVE OR SPECIALLY REGULATED DATA (SUCH AS PERSONAL HEALTH AND FINANCIAL INFORMATION) AS THIS IS NOT RELEVANT TO THE FUNCTIONALITY OF OUR SERVICE AND WE DO NOT HAVE SPECIAL CONTROLS IN PLACE TO PROTECT THESE TYPES OF DATA.
Use of Your Information.
In general, information you submit to us is used either to respond to requests that you make, or to aid us in serving you better. Brandfolder uses your information to facilitate the creation of and secure your account on our network; identify you as a user in our system; provide improved administration of our website and services; improve the quality of experience when you interact with our website and services; send you administrative e-mail notifications; respond to your inquiries related to employment opportunities or other requests; send promotional communications; send upgrades and special offers related to our services and for other marketing purposes of Brandfolder or our third party companies, should you opt-in to receive such communications by following the instructions we provide; make telephone calls to you, from time to time, as a part of secondary fraud protection or to solicit your feedback; comply with applicable law or legal requirements; and for other legitimate purposes permitted by applicable law.
We may create aggregate data records from information (including any content uploaded by you) by excluding information (such as your name) that make the data personally identifiable to you. We use this aggregate data to analyze request and usage patterns so that we may enhance the content of our services and improve site navigation. Brandfolder reserves the right to use this information internally without restriction and disclose aggregate data to third party companies for any purpose in its discretion.
If you provide feedback on any of our services to us, we may use such feedback for any purpose, provided we will not associate such feedback with your information. Brandfolder will collect any information contained in such communication and will treat the information in such communication in accordance with this Privacy Policy.
Visitors and users can always refuse to supply certain information, with the caveat that it may prevent them from engaging in certain website-related activities.
Brandfolder may collect statistics about the behavior of visitors to its websites. For instance, Brandfolder may monitor the most popular accounts on the Brandfolder.com site. Brandfolder may display this information publicly or provide it to others in an aggregated format. We reserve the right to use and disclose aggregated data that does not identify any particular user to third party companies for any purpose in our discretion.
Sharing your Information.
Brandfolder discloses information only to those of its employees, contractors and affiliated organizations that (i) need to know that information in order to process it on Brandfolder’s behalf or to provide services available at Brandfolder’s website, and (ii) that have agreed not to disclose it to others. We may share your information with service providers that perform services for Brandfolder, such as providing hosting services, marketing assistance, analyzing user data, processing payment card information, and for other legitimate purposes permitted by applicable law. Some of those service providers, and employees, contractors and affiliated organizations, may be located outside of your home country; by using Brandfolder’s website, you consent to the transfer of such information to them.
Although we currently do not have a parent company, any subsidiaries, joint ventures, or other companies under a common control (collectively, “Affiliates”), we may in the future. We may share some or all of your information with these Affiliates, in which case we will require our Affiliates to honor this Privacy Policy. If another company acquires our company or our assets, that company will possess the information collected by it and us and will assume the rights and obligations regarding your information as described in this Privacy Policy.
Regardless of any choices you make regarding your information (as described below), Brandfolder may disclose information if it believes in good faith that such disclosure is necessary to (a) comply with relevant laws or to respond to subpoenas or warrants served on Brandfolder; or (b) protect or defend the rights or property of Brandfolder or users of the services.
Brandfolder may ask you if you would like us to share your information with other unaffiliated third parties who are not described in this Privacy Policy, and we can do so with your consent.
If you send us a request (for example via a support email or via one of our feedback mechanisms), we reserve the right to publish it in order to help us clarify or respond to your request or to help us support other users. Brandfolder takes all measures reasonably necessary to protect against the unauthorized access, use, alteration or destruction of potentially personally-identifying and personally-identifying information.
Third Parties.
We may receive information about you from other sources like telephone or fax, from friends who refer you to us, or otherwise. We may add this information to the information we have already collected from you via our website in order to improve the services we provide.
Our provision of a link to any other website or location is for your convenience and does not signify our endorsement of such other website or location or its contents. When you click on such a link, you will leave our site and go to another site. During this process, another entity may collect information from you.
We have no control over, do not review, and cannot be responsible for, these outside websites or their content. Please be aware that the terms of this Privacy Policy do not apply to these outside websites or content, or to any collection of data after you click on links to such outside websites.
Retention of Information.
Brandfolder retains information: (a) For so long as your account is active or as needed to provide you with services or to fulfill our contractual obligations; (b) as necessary to comply with our legal obligations, resolve disputes, and enforce our contracts; and (c) for so long as is necessary for the purposes for which we collected such information.
Choices Regarding Commercial Messages.
We offer you choices regarding the collection, use, and sharing of your information. We will periodically send you free newsletters and e-mails that directly promote the use of our site or services and may contain advertisements for third party companies. When you receive newsletters or promotional communications from us, you may indicate a preference to stop receiving further communications from us and you will have the opportunity to “opt-out” by following the unsubscribe instructions provided in the e-mail you receive or by contacting us directly (please see contact information below). Should you decide to opt-out of receiving future mailings, we may share your e-mail address with third parties to ensure that you do not receive further communications from third parties. Despite your indicated e-mail preferences, we may send you non-commercial emails related to your account or transactions thereunder, or notices of any updates to our Terms of Use or Privacy Policy.
Access, Updates, Changes, and Deletion of Information.
You may have the right, in accordance with applicable laws, to access, update, change any of your information in your account by sending an e-mail to us at the e-mail address set forth below. You may also have the right, in accordance with applicable laws, to request deletion of your information by us, but please note that we may be required (by law or otherwise) to keep this information and not delete it (or to keep this information for a certain time, in which case we will comply with your deletion request only after we have fulfilled such requirements). When we delete any information, it will be deleted from the active database, but may remain in our archives. Our service offers publicly accessible community services such as blogs and forums. You should be aware that any information you provide in these areas may be read, collected, and used by others who access them. Your posts may remain even after you cancel your account. When we receive your requests, we may ask you to verify your identity before we can act on your request. We may withhold information where the search for that information would require disproportionate effort or have a disproportionate effect to, for example, the cost of providing the information, the time it would take to retrieve the data, or how difficult it may be to obtain the information requested.
Revocation of Consent.
Where any processing of personal information is solely dependent upon your consent, you have the right to withdraw such consent at any time. Please note that if you revoke your consent for the processing of information then we may no longer be able to provide you certain services. We may limit or deny your request to revoke consent if the law permits or requires us to do so, if we are unable to adequately verify your identity, or if our processing is not based on your consent.
Security of Your Information.
Brandfolder is committed to protecting the security of your information. We have implemented and maintain a variety of appropriate security measures and procedures to help protect your information from unauthorized access, use, or disclosure. We use a reputable third-party cloud service provider to store your content in connection with your use of our service. We may require you to enter a password to access your account information. Please do not disclose your account password to unauthorized people. Despite these measures, you should know that Brandfolder cannot fully eliminate security risks associated with information and mistakes may happen.
Dispute Resolution.
If you believe that Brandfolder has not adhered to this Statement, please contact Brandfolder by e-mail at customerservice@brandfolder.com. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation. If you and Brandfolder are unable to reach a resolution to the dispute, you and Brandfolder will settle the dispute exclusively under the rules of the American Arbitration Association (www.adr.org). You may also have the right to lodge a complaint with your respective supervisory authority or data protection regulator.
A Note to Users Outside of the United States.
Brandfolder is based, and this platform is hosted, in the United States of America. If you are from a country outside of the United States of America with laws governing data collection, use, and disclosure that may differ from U.S. law and you provide information to Brandfolder, please note that any information that you provide to us may be transferred to the United States of America. By providing your information, you hereby specifically and expressly consent to such transfer and processing and the collection, use, and disclosure set forth herein or in any terms and conditions related to the use of and access to the Brandfolder platform.
Changes to This Privacy Policy.
This Privacy Policy is subject to occasional revision, and if we make any substantial changes in the way we use your information, we will notify you by sending you an e-mail to the last e-mail address you provided to us and/or by prominently posting notice of the changes on our website. Any material changes to this Privacy Policy will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you or thirty (30) calendar days following our posting of notice of the changes on our site. These changes will be effective immediately for new users of our website or services. Please note that at all times you are responsible for updating your information to provide us with your most current e-mail address. In any event, changes to this Privacy Policy may affect our use of information that you provided us prior to our notification to you of the changes. If you do not wish to permit changes in our use of your information, you must notify us prior to the effective date of the changes that you wish to deactivate your account with us. Continued use of our website, or services, following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
Contact Information.
Brandfolder welcomes your comments or questions regarding this Privacy Policy. Please contact us at: customerservice@brandfolder.com.
If Brandfolder needs, or is required, to contact you concerning any event that involves information about you, we may do so by email, telephone, or mail.
Referrals Terms & Conditions
Description
We may offer users the ability to earn a gift card when they refer friends or colleagues to become members of Brandfolder and those referrals become members and subscribe to an enhanced package in the required timeframe. For every new member you invite to Brandfolder who pays for and subscribes to a Brandfolder Premium package or better (a "Referral") through this program, you will receive one thousand dollars on a Visa Gift Card ("Card”) after your Referral has had a qualifying Brandfolder subscription in good standing for thirty (30) days.
How The Process Works
Your Referral must sign up for a membership within six (6) months of receiving your referral. A Referral can only accept one invite to Brandfolder. If a Referral accepts an invite from someone else, you will not be credited for that invitation. You must receive an email confirmation that your referral is eligible to receive the Card. Referrals outside of our authorized channels will not result in any Cards. You should only refer personal connections that are aware of your referral receiving these invitations. You may not publish or distribute the referrals p link to those who are not personal acquaintances.
Cards
We have no liability for any failure of any third party to deliver any Cards to you. The use of Cards and/or referral credit program is void where prohibited by law. Only one Card is allowed per invited new member. Brandfolder may limit the number of cards you may receive. Cards are subject to additional terms of use and fees set by the issuing party. Should there be any tax liability for the accumulation and/or use of Cards, such taxes are solely your responsibility. All Cards are in U.S. Dollars.
Restrictions
In connection with these promotions, which may change from time to time, any person that receives Cards, prizes or other benefits by using multiple user accounts or email addresses, using false names, impersonating others, or through the use of any other fraudulent or misleading conduct, shall forfeit any Cards, prizes or benefits obtained through such means, and may be liable for civil and/or criminal penalties under applicable law. We reserve the right to void Cards, referrals and credits earned if we suspect that the Cards, referrals or credits were earned in a fraudulent manner, in a manner that violates this Agreement, or in a manner otherwise not intended by Brandfolder. You must not conduct your own promotion in connection with our referral credit program. You may not engage in any promotional, marketing, or other advertising activities on behalf of Brandfolder, including by using any trademarks of Brandfolder. If you use other sites, including without limitation, Facebook and Twitter, to recommend Brandfolder, you will ensure that your use complies with their terms and conditions. You must be 18 or older and residing in the United States to use this program. We reserve the right at any time with our discretion, and without prior notice, to discontinue the Cards program or to add or change the Cards program rules, terms or conditions, including changing expiration periods or Cards values for existing or future Cards. Our referral program is subject to our Privacy Policy and Terms of Use. If any provision of these terms are held to be invalid, void, or unenforceable, such provision will be struck and not affect the validity of the rest of the terms.
We may offer users the ability to earn a gift card when they refer friends or colleagues to become members of Brandfolder and those referrals become members and subscribe to an enhanced package in the required timeframe. For every new member you invite to Brandfolder who pays for and subscribes to a Brandfolder Premium package or better (a "Referral") through this program, you will receive one thousand dollars on a Visa Gift Card ("Card”) after your Referral has had a qualifying Brandfolder subscription in good standing for thirty (30) days.
How The Process Works
Your Referral must sign up for a membership within six (6) months of receiving your referral. A Referral can only accept one invite to Brandfolder. If a Referral accepts an invite from someone else, you will not be credited for that invitation. You must receive an email confirmation that your referral is eligible to receive the Card. Referrals outside of our authorized channels will not result in any Cards. You should only refer personal connections that are aware of your referral receiving these invitations. You may not publish or distribute the referrals p link to those who are not personal acquaintances.
Cards
We have no liability for any failure of any third party to deliver any Cards to you. The use of Cards and/or referral credit program is void where prohibited by law. Only one Card is allowed per invited new member. Brandfolder may limit the number of cards you may receive. Cards are subject to additional terms of use and fees set by the issuing party. Should there be any tax liability for the accumulation and/or use of Cards, such taxes are solely your responsibility. All Cards are in U.S. Dollars.
Restrictions
In connection with these promotions, which may change from time to time, any person that receives Cards, prizes or other benefits by using multiple user accounts or email addresses, using false names, impersonating others, or through the use of any other fraudulent or misleading conduct, shall forfeit any Cards, prizes or benefits obtained through such means, and may be liable for civil and/or criminal penalties under applicable law. We reserve the right to void Cards, referrals and credits earned if we suspect that the Cards, referrals or credits were earned in a fraudulent manner, in a manner that violates this Agreement, or in a manner otherwise not intended by Brandfolder. You must not conduct your own promotion in connection with our referral credit program. You may not engage in any promotional, marketing, or other advertising activities on behalf of Brandfolder, including by using any trademarks of Brandfolder. If you use other sites, including without limitation, Facebook and Twitter, to recommend Brandfolder, you will ensure that your use complies with their terms and conditions. You must be 18 or older and residing in the United States to use this program. We reserve the right at any time with our discretion, and without prior notice, to discontinue the Cards program or to add or change the Cards program rules, terms or conditions, including changing expiration periods or Cards values for existing or future Cards. Our referral program is subject to our Privacy Policy and Terms of Use. If any provision of these terms are held to be invalid, void, or unenforceable, such provision will be struck and not affect the validity of the rest of the terms.
Brandfolder - API License Agreement
WEB SERVICES AGREEMENT
This Web Service Agreement (the “Agreement”) governs Licensee’s use of Brandfolder’ Application Program Interfaces (APIs) that enable the transfer of content to and from, and permit access to certain other core functionality of, Brandfolder’s hosted digital asset management service (“Service”), together with any HTML scripts, sample source code, documentation, executables, or similar materials that Brandfolder makes available in connection with such APIs (collectively, “Web Services”).
Acceptance of Agreement. As used in this Agreement, “Licensee” (or “you”) means the company that entered into a customer agreement with Brandfolder, or an agreement with a Brandfolder channel partner, granting rights to Licensee to use the Service (regardless of the name of that agreement) (a “License Agreement”). This Agreement is subject to and incorporated into the License Agreement, and together with the License Agreement, this Agreement forms part of a binding contract between Brandfolder, Inc. (“we,” “us,” or “Brandfolder”) and Licensee. BY ENTERING INTO A LICENSE AGREEMENT WITH BRANDFOLDER AND/OR USING THE WEB SERVICES, LICENSEE AGREES TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Relationship to License Agreement. Nothing in this Agreement will limit or supersede any rights with respect to Licensed Material (as defined below) or the Service that either party may have granted to the other in a License Agreement, and nothing in this Agreement will limit or any representations, warranties or covenants that either party has made with respect to Licensed Material under a License Agreement. “Licensed Material” means all still images, video, audio products, visual representations generated optically, electronically or digitally, or any other content uploaded by Licensee into the Service under a License Agreement.
License and Permitted Use; Restrictions.
License; Permitted Use. Brandfolder hereby grants to Licensee a limited, non-exclusive, non-transferable (except to the extent expressly otherwise provided herein), non-sublicenseable right and license, during the term of the License Agreement, to use the Web Services solely to access the functions that Brandfolder makes available via its Web Services in accordance with (a) the terms and conditions of this Agreement and (b) any published specifications, documentation, or guidelines that Brandfolder makes available for the Web Services. Licensee may use the Web Services whenever the Web Services are available. Brandfolder reserves the right to impose usage or other technical restrictions on use of the Web Services at any time, with or without notice. Licensee may allow its third party contractors to use the Web Services solely for the benefit of Licensee, and Licensee shall remain liable for all third party contractors’ acts and omissions arising from or related to this Agreement and the Web Services.
Restrictions. Licensee agrees not to: (a) “frame,” distribute, or resell the Web Services, (b) permit access to the Web Services by any third party (other than its employees and individual independent contractors bound by confidentiality obligations substantially as protective of the Web Services as the provisions of this Agreement), (c) use the Web Services other than in compliance with all applicable federal, state, and local laws, (d) interfere with any other user’s access to the Web Services, (e) reverse engineer, attempt to gain unauthorized access to the Web Services, or attempt to discover the underlying source code or structure of the Web Services or the functionality provided via the Web Services, (f) use the Web Services to introduce into Brandfolder’ systems any routine, device or other undisclosed feature, including a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse, or trap door, that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications, (g) sell, rent, lease, sublicense, distribute, redistribute, syndicate the Web Services, (h) modify the Web Services, or (i) use any robot, spider, data gathering or extraction tool, or similar mechanisms, with respect to the Web Services.
Responsibility for Account Credentials/Logins. Licensee is responsible for all use of the Web Services by its employees and third party contractors, and for any other use that occurs under user accounts or credentials that Brandfolder provisions for Licensee. Licensee will notify Brandfolder of unauthorized access to the Web Services of which it becomes aware.
Term and Termination; Suspension. This Agreement will remain in effect throughout the term of the License Agreement, unless earlier terminated in accordance with this Section 4. Either party may terminate this Agreement at any time, for any or no reason, upon five (5) days’ written notice to the other party given in accordance with the License Agreement. Termination of the Agreement will not, in and of itself, result in the termination of the License Agreement. Without limiting the foregoing, Brandfolder may suspend Licensee’s access to the Web Services upon written notice (including via email) to Licensee if it reasonably believes that Licensee has breached this Agreement or discontinues access to the Web Services for substantially all Brandfolder Licensees. Upon termination of this Agreement for any reason: (a) all rights and obligations of the parties will cease, except that the following sections of the Agreement will survive any such termination or expiration: 3.2, 3.3, 4, 5, 6, 7, 8, 9 and 10; and (b) notwithstanding any provision of a surviving section, Licensee will have no further right to use the Web Services.
Disclaimer.
Disclaimer of Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LICENSE AGREEMENT, BRANDFOLDER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE WEB SERVICES, WHETHER EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, OR RESULTS TO BE OBTAINED. BRANDFOLDER DOES NOT WARRANT THAT THE WEB SERVICES WILL BE ERROR- FREE OR OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME.
No Liability for Modifications or Termination. Licensee acknowledges that Brandfolder may modify the Web Services from time to time, and that Brandfolder is not obligated to notify Licensee of any such modification. It is your responsibility to ensure that calls or requests you make to the Web Services are compatible with our then-current Web Services. BRANDFOLDER WILL HAVE NO LIABILITY TO LICENSEE, OR TO LICENSEE’S END USERS OR LICENSEES, IN CONNECTION WITH ANY MODIFICATION OF THE WEB SERVICES OR TERMINATION OF THIS AGREEMENT.
Inapplicability of Disclaimer to Licensed Material. For avoidance of doubt, the disclaimers set forth in this Section 5 apply only with respect to the Web Services, and will not be deemed to limit any covenant, representation or warranty that Brandfolder may have made with respect to Services under the License Agreement.
Intellectual Property. As between the parties, Brandfolder retains all right, title and interest in and to the Web Services. Except for the limited rights to access and use the Web Services explicitly granted in this Agreement, this Agreement does not grant Licensee any right or license in or to any of Brandfolder’ intellectual property or proprietary rights. If Licensee provides or communicates any suggestions for improvements or enhancements to the Web Services (collectively, “Feedback”), Brandfolder will own all right, title, and interest in and to the Feedback, and Brandfolder will be entitled to use the Feedback without restriction or any obligation of compensation to Licensee. Licensee hereby irrevocably assigns all right, title and interest in and to the Feedback to Brandfolder.
Confidentiality. The Web Services, together with details about Brandfolder’ API test suite, performance specifications for the Web Services, technical emails and responses to support inquiries, are the confidential and proprietary information of Brandfolder, regardless of the manner in which disclosed to Licensee (“Brandfolder Confidential Information”). Except as expressly provided herein, Licensee will not (a) distribute or disclose Brandfolder Confidential Information to any third party, or (b) use Brandfolder Confidential Information for any purpose other than expressly permitted under this Agreement.
Limited Liability; Exclusion of Certain Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LICENSE AGREEMENT, IN NO EVENT WILL BRANDFOLDER BE LIABLE TO LICENSEE OR LICENSEE’S END USERS OR LICENSEES, WHETHER UNDER CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE WEB SERVICES, EVEN IF BRANDFOLDER HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF ONE DOLLARS ($100) FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT.
Indemnification. Licensee agrees to defend, indemnify and hold Brandfolder and its corporate affiliates, and its and their directors, officers, employees, successors, assigns and agents, harmless from and against any loss, damage, settlement, penalty, cost, expense or any other liability (including but not limited to reasonable attorney fees and expenses) arising out of any breach of this Agreement by Licensee.
Miscellaneous. In the event of conflict between the terms in this paragraph and the terms in the License Agreement, the terms of the License Agreement shall govern. This Agreement is governed by the internal laws of the State of Colorado, without regard to its conflicts of law rules. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration, though a single arbitrator, pursuant to the rules of the American Arbitration Association in effect at the time of the arbitration. To be effective, notices required or permitted under this Agreement must be sent in writing to the applicable address first set forth above. Licensee may not assign this Agreement to a third party without the written consent of Brandfolder. This Agreement will bind and benefit the parties, their successors, and their permitted assigns. The parties are independent contractors to each other in connection with their activities under this Agreement. This Agreement represents the entire agreement between Brandfolder and Licensee with respect to Licensee’s use of the Web Services, and this Agreement supersedes any contemporaneous or prior agreements regarding the same.
