The following document outlines the terms of use of the Brandlive services and website accessed via the brand.live domain; all email newsletters published or distributed by Brandlive; all apps published by Brandlive; and all other interactive features, services, and communications provided by Brandlive ("Sites”), however accessed and/or used, that are operated by Brandlive, made available by Brandlive, or produced and maintained by Brandlive. You can also review our privacy policy, which outlines our handling and use of personal information that you may provide us.

Acceptance of Terms of Use

The Sites are provided by Brandlive Inc. ("Brandlive”), a Oregon Corporation, and is accessible to you under the terms described below as well as in any supplemental master service agreement ("Master Services Agreement”) for enterprise services. Together these two documents constitute the full Terms of Use ("Terms”).

Please read these terms carefully before using the services. By accessing or using any services made available through the Sites you are agreeing to be bound by these terms

IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE DO NOT USE THE SITES AND EXIT IMMEDIATELY. WE RESERVE THE RIGHT TO MODIFY OR AMEND THESE TERMS OF USE FROM TIME TO TIME IN ACCORDANCE WITH THE PROCESS DESCRIBED IN THE "CHANGE TO THESE TERMS” SECTION BELOW. YOUR CONTINUED USE OF OUR SITES AND ANY AFFILIATE SITES FOLLOWING THE POSTING OF CHANGES TO THESE TERMS WILL MEAN YOU ACCEPT THOSE CHANGES. UNLESS WE PROVIDE YOU WITH SPECIFIC NOTICE, NO CHANGES TO OUR TERMS OF USE WILL APPLY RETROACTIVELY.

Essentially,
By using Brandlive you agree to the Terms below.

Description of Services

Brandlive provides a live and recorded video system, user interface and suplementing modules, accessed and managed through your brandlive account (the "Service”). Services include but are not limited to chat, moderation, product display, and slide images display; all made available from our Site.

Your access to the Services may be interrupted from time to time due to equipment malfunction, updates, maintenance and repair of the website, or other reasons that are our beyond our control. Brandlive reserves the right to suspend or interrupt access to the Services or portions of our website, at any time, with or without notice.

Essentially,
We provide live video and a series of features to help you communicate online. The service may become unavailable if things go wrong or we need to fix something.

Registration / Account Creation

In order to access and use the Services, you will need to open an account ("Account”) with Brandlive. Your registration information must be accurate and complete at all times. Failure to do so constitutes a breach of these Terms and may result in termination of your Brandlive account.

By creating your account, you represent that you have the capacity to be bound by these Terms, you are of legal age to form a binding contract and are not a person barred from receiving Service under the laws of the United States or other applicable jurisdiction. If you are acting on behalf of a company or entity, you also represent that you have the authority to accept these Terms on its behalf and to bind such entity to these Terms.

When creating an account, you will be required to provide certain personal information about yourself (and for any authorized users) and establish a Login ID and password (for you and your authorized users) ("Registration Information”).

You are responsible for maintaining the confidentiality of your password, which, together with your Login ID email address allows you to access the Service. Also, you are responsible for the activities or actions that occur under your account (including by any of your authorized users), whether or not you have authorized such activities or actions.

All required notices will be sent electronically, to the e-mail address provided in your Registration Information. These communications are considered part of the Service and your account, which you may not be able to opt-out from receiving.

Essentially,
To use our services you need to create your own account and be responsible for your actions.

User Conduct

Unless you are accessing the Services on behalf of your employer, your right to access and use the Service is personal to you and is not transferable by you to any other person or entity or to be used for the benefit of another person or entity.

As a condition of use, you promise and agree not to use the Service for unlawful purposes or those prohibited by these Terms, or any other purpose not intended by Brandlive. For example, you agree not to use the Service:

  • Access, tamper with, or use non-public areas of the Service, Brandlive’s computer systems, or the technical delivery systems of Brandlive’s providers;
  • Use any robot, spider, scraper, or other similar automated data gathering or extraction tools, program, algorithm or methodology to search, access, acquire, copy or monitor any portion of the Service;
  • Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Service or Site;
  • Attempt to decipher, decompile, disassemble, or reverse-engineer or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used, comprising or in any way making up a part of the Service or our Site;
  • Attempt to probe, scan or test the vulnerability of our Site, Services, system or network or breach or impair or circumvent any security or authentication measures protecting the Service;
  • Frame or mirror the Service;
  • Use any device, software, or routine that interferes with any application, function, or use of the Service, or is intended to damage, create undue load, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication.
  • Resell, sublicense, time-share, or otherwise share the Service, or data extracted from the Service.
  • Access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;
  • Use the Service in any way that competes with Brandlive

To report suspected use of the Service or a breach of these Terms, please send written notice to us at INFO@BRAND.LIVE.

You represent, covenant, and warrant that you and your users will abide by all applicable laws and regulations and any other applicable terms and conditions in connection with the access and use of the Account Information through the Service.

Essentially,
You cannot use our to display or communicate anything illegal, re-brand or disguise our Site, create unnecessary load, or other bad things. Do not abuse the Service or our Site and all will be ok.

Implementation

You agree to comply with the technical specifications provided by Brandlive in connection with the Services, including without limitation by not modifying the JavaScript, HTML or other programming provided to you by Brandlive in any way.

Essentially, don’t modify code and expect it to still work.

Communications Solely with Brandlive

You agree to direct to Brandlive and not to any visitor, as the case may be, all communications regarding any matter arising out of your use of the Services.

Essentially, if there is a problem, contact Brandlive first.

Content

The Site and its contents are protected by U.S. and international copyright laws and are intended solely for the use of Brandlive subscribers and may only be used in accordance with the terms of this Agreement in connection with authorized use of the Services. All materials displayed or performed on or accessible through the Site or Services (including, but not limited to text, graphics, articles, photographs, images, illustrations, audio clips and video clips, also known as the "Content") are protected by copyright.

Brandlive reserves the right to send email notices you, your account users and Brandlive users as part of the service.

Essentially, assume everything has a copyright. We may email you and your Brandlive participants as intended my the service.

Restrictions

You warrant, represent and agree that you will not contribute, submit or make available through the Services, or use the Services in connection with, any Content that is infringing, libelous, defamatory, obscene, abusive, offensive or otherwise violates any law or right of any third party. Brandlive reserves the right to remove any Content from the Site at any time.

You are responsible for all of its activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity is grounds for termination of yout right to use the Services or to access the Site. Use of the Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including materials that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. You will not run Mail list, Listserv, any form of auto-responder, or "spam" on the Site, or any processes that run or are activated while the Subscriber is not logged in.

Essentially, you won’t upload anything bad to the site and you take responsibility for actvities in connection with your account.

Fees and Payment

Some of the Services require payment of fees. You shall pay all applicable fees, as described on the Site in connection with such Services selected by you. Brandlive reserves the right to change its price list and to institute new charges at any time. If you are past due on any payment to Brandlive in connection with the Services, Company reserves the right to suspend your account until all outstanding payments have been made. YOU SHALL NOT RECEIVE A REFUND OR CREDIT FOR EARLY CANCELLATION, PARTIAL MONTHS. IF YOU PURCHASE AN ANNUAL PLAN IT WILL AUTOMATICALLY CONVERT TO MONTHLY BILLING WHEN IT EXPIRES.

Essentially, pay the amount you signed up for and if fee change, we will let you know.

Release & Indemnity

You agree to defend, indemnify and hold harmless Brandlive and its officers, directors, shareholders, and employees, from and against all claims and expenses, including but not limited to final awards, damages, settlement costs, and attorneys fees, in whole or in part arising out of or attributable to (a) your access to or use of the Service (other than as permitted by these Terms) including any breach of these Terms by you; or (b) the accessing of your Account Information on your behalf by Brandlive in order to provide the Service to you.

Your access to and use of the Service is at your sole risk. Brandlive is not responsible for the actions of your authorized users or for any loss of data that results through your (or your authorized users) use of the Services. The Service is provided "AS IS” and on an "AS AVAILABLE” basis and the entire risk as to satisfactory performance, accuracy, and results is with you. Brandlive does not warrant that the Service will be provided without interruption or be completely error free. Brandlive DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Brandlive makes no representation, warranty or guarantee that the content that may be available through the Service is free of infection from any viruses or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, urreptitiously intercept or expropriate any system, data or personal information.

We use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week. However your access to the service may be interrupted from time to time for any of several reasons including (a) planned downtime (for which we will give at least 4 hours notice via the Service), or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), equipment failures, periodic updating, or Internet service provider failures or delays.

Essentially,
We are not liable if something goes wrong.

Information Rights

Brandlive may retain and use for its own purposes all information You provide, including but not limited to contact and billing information. You agree that Brandlive may transfer and disclose to third parties personally identifiable information about you for the purpose of approving and enabling your participation in the Services, including to third parties that reside in jurisdictions with less restrictive data laws than your own jurisdiction. Brandlive disclaims all responsibility, and will not be liable to you, however, for any disclosure of that information by any such third party. Brandlive may share aggregate (i.e., not personally identifiable) information about you business partners, customers, and other third parties. Additionally, you grant to Brandlive a non-exclusive license to republish screen shots or recordings of your brandlive pages.

Essentially, we may need to provide your billing information to a thrid party for approval. You grant Brandlive the right to promote your use of the service.

Proprietary Rights & Confidentiality

Brandlive owns all worldwide right, title and interest in and to the Brandlive software platform and service ("Brandlive IP”), including all worldwide intellectual property rights therein, that Brandlive uses to provide the Service. These Terms doe not convey any proprietary interest in or to any Brandlive IP or rights of entitlement to the use thereof except as expressly set forth herein. You acknowledge and agree that the fees paid to Brandlive apply only to the use of the Service by you.

Each party understands that the other party may need to disclose certain non-public information relating to the disclosing party’s business that is marked as "confidential” at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information”) in connection with the use and/or performance of the Service. The receiving party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except as expressly permitted herein) or disclose to any third person any such Confidential Information. Confidential Information does not include any information that the receiving party can show: (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the disclosing party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the disclosing party. Neither party will disclose to third parties the other’s Confidential Information unless: (i) the other party has given its specific and express prior written approval, (ii) the disclosure is expressly allowed under these Terms, or (iii) the disclosure is necessary to comply with a valid court order or subpoena (in which case the receiving party must promptly notify the disclosing party and cooperate with the disclosing party if the disclosing party chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed).

Essentially,
We own our technology. We each agree to keep certain information confidential.

Support

Brandlive provides technical support for the Service during its regular business hours. Additional support options may be available for purchase as a Enterprise Service.

Essentially,
We are here to help.

Limitation Of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BRANDLIVE WILL NOT BE RESPONSIBLE OR LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE BRANDLIVE SITE, YOUR USE OF THE SERVICE OR THESE TERMS, EVEN IF BRANDLIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, BRANDLIVE’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE SUM OF ALL PAYMENTS YOU HAVE MADE TO BRANDLIVE FOR THE SERVICE IN THE LAST TWELVE (12) MONTHS OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

Essentially,
Again, we are not liable.

Trademarks

The Service and the Brandlive Site are protected by copyright, trademark, and other laws of the United States and foreign countries. Brandlive and its licensors exclusively own all right, title and interest in and to the Service and the Brandlive Site, including all associated intellectual property rights. You may not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service or the Brandlive Site. You may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service or the Brandlive Site, except as expressly permitted in these Terms. Any feedback, comments and suggestions you may provide about improvements to the Service or the Brandlive Site ("Feedback”) will be the sole and exclusive property of Brandlive and you hereby irrevocably assign to Brandlive all of your right, title, and interest in and to all Feedback. All Feedback is given entirely voluntary and Brandlive will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind.

Essentially,
Please respect our trademarks and brands. We may incorporate your feedback into our Service.

Links

The Service may contain links to third party sites or resources. Brandlive provides these links as a convenience and does not endorse the companies or contents of any such sites. Brandlive is not responsible for the content of such sites or resources. If you decide to access any of the third-party web sites linked to the Service, you do this entirely at your own risk.

The Service may include advertisements, which may be targeted to the content or information on the Service, queries made through the Service, or other information. The types and extent of advertising on the Service is subject to change.

Essentially,
Sometimes we link to other sites. We are not responsible for those sites.

Termination

You may terminate your use of the Service at any time and for any reason by deleting your account or by sending us notice as required under these Terms. Upon any termination by you, the Services and/or your Account (whichever is applicable) will no longer be accessible. Any cancellation request will be handled within 30 days of receipt of such request. If you choose to terminate your use of any Enterprise Services you may continue to use the Enterprise Services until the end of the then-current subscription period; however, you will not be eligible for a prorated refund of any portion of the fees paid for the then-current subscription period. Any payment obligations or unpaid balances as of the expiration or termination of the Service will remain in effect.

Brandlive may at any time, suspend, disable or terminate your access to or use of the Service (a) if you violate, do not comply, or breach any provision of these Terms (or have acted in a manner which shows that you do not intend to), (b) if Brandlive in its sole discretion believes it is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); or (c) immediately upon notice, to the e-mail address provided by you as part of your Registration Information.

Brandlive will not be liable to you or to any third party for the suspension or termination of your access or use of the Service (including the forfeiture of any pre-paid amounts for Premium Services). Upon any termination or suspension, Brandlive will have no obligation to maintain any Account Information, data or any related information that was stored in our database related to your use of the Service or to forward any information to you (or to any third party). Any suspension or termination will not affect your obligations to Brandlive under these Terms (including, without limitation, ownership, confidentiality, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension or termination.

Essentially,
We may stop providing Services at any time. You can stop using or close your account at any time but must still pay any unpaid bills.

Change To These Terms

These Terms represents the entire understanding and agreement between you and Brandlive regarding the Service. Brandlive may modify these Terms from time to time. Any changes to these Terms will be posted on the Brandlive Site and/or through the Service, and we will try to provide at least 30 days notice prior to any new terms taking effect. By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised Terms. If a court of competent jurisdiction finds any term or condition in these Terms to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any term of this these Terms shall be deemed a further or continuing waiver of such term or any other term, and Brandlive’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

If you have any questions about these Terms, you can contact us through our website.

This web site is owned and operated by: Brandlive Inc. PO BOX 196, WEST LINN, OR 97068

Essentially,
If there are changes to these terms of use, we will notify you.

Miscellaneous

These Terms, and your relationship with Brandlive, shall be governed by the laws of the State of Oregon without regard to its conflict or choice of law provisions. Any dispute with Brandlive, or its officers, directors, employees, agents or affiliates, arising under or in relation to these Terms shall be resolved exclusively through the state and federal courts within the county of Multnomah County, Oregon. You understand that, in return for agreement to this provision, Brandlive is able to offer the Service at the terms designated, without charge to you or at limited cost, and that your assent to this provision is an indispensable consideration to these Terms. If any portion hereof is found to be void or unenforceable, the remaining provisions of these Terms will remain in full force and effect.

These Terms constitute the complete and exclusive understanding and agreement between us regarding their subject matter and supersede all prior or contemporaneous agreements or understandings, written or oral, relating to their subject matter.

You may not assign your acceptance of these Terms, in whole or in part, without Brandlive’s prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of your assets, provided that you provide Brandlive with prior notice.

Nothing expressed by the acceptance of these Terms is intended imply or create a partnership, association, joint venture, employee-employer, or franchiser-franchisee relationship.

Date last revised: FEBRUARY 11, 2013.