Terms of Use & Creator Agreement

Acceptance of Terms

These Terms of Use ("Terms") are entered into by and between you and Brandie Technologies Inc. ("Brandie," "we," "us" or "our"). These Terms govern (i) your access to and use of our website, https://www.brandie.com (the "Site"), (ii) any related software (the "Software") and (iii) the Creator Agreement, along with any other products or services offered by us, whether through the Site or otherwise (collectively and together with the Site, the "Services").

Please read these Terms carefully. By accessing, browsing or otherwise using the Services or by clicking to accept or agree to the Terms when this option is made available to you, you (1) acknowledge that you have read and understood these Terms, (2) represent and warrant that you meet all of our eligibility requirements for using the Services as described in these Terms, and (3) accept and agree to be bound by these Terms. If you are using the Services on behalf of an entity, you are agreeing to these Terms for that entity and are representing to us that you have the authority to bind that entity to these Terms. If you do not accept these Terms or do not satisfy the eligibility requirements set forth below, you may not access or use the Services.

Privacy Policy

Your use of, and participation in, the Services offered by Brandie is subject to the terms set forth in our privacy policy (the "Privacy Policy"). Our Privacy Policy details how we collect and use your information.

Changes to the Terms of Use

We reserve the right to update and revise these Terms at any time. We'll make sure to also change the "Last Updated" date at the top of this page so you can tell if these Terms have changed since your last visit. Any such changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. Please review these Terms regularly because once we post any changes, your continued use of the Services constitutes your acceptance of the revised Terms.

Access to Services; Account Registration

By accessing the Services, you represent and warrant that:

• You are legally capable of entering into binding contracts;
• All registration information you submit is truthful and accurate;
• You will maintain the accuracy of such information; and
• Your use of the Services does not violate any applicable law or regulation.

To access our Services, you may be required to register with the Site and create a user account ("Account"). If you create an Account, you are solely responsible for any activity that occurs through your Account. In order for us to provide you the best possible service, you agree to provide us with complete, accurate, and updated information for your Account at all times.

You shall not share your Account information. You shall not use another person's Account or registration information for the Services without permission. You are solely responsible for keeping your Account and Account password secure and for any consequence resulting from your failure to do so. We have the right to disable any username, password or other identifier at any time in our sole discretion for any or no reason.

Software License Grant and Scope

Subject to your strict compliance with these Terms, Brandie hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software solely in accordance with all user manuals, technical manuals, and any other materials provided by Brandie that describe the Software or its use or specifications. The foregoing license will terminate immediately on your ceasing to be authorized by Brandie to use the Software for any or no reason.

You acknowledge that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under these Terms. Brandie reserves and shall retain its entire right, title, and interest in and to the Software and all intellectual property rights arising out of or relating to the Software.

Software Use Restrictions

You shall not, directly or indirectly:

• Use the Software except as set forth in these Terms;
• Copy the Software, in whole or in part;
• Modify, translate, adapt, or otherwise create derivative works of the Software;
• Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software;
• Remove, delete, alter, or obscure any trademarks or copyright notices included on or in the Software;
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to the Software;
• Use the Software in violation of any law, regulation, or rule; or
• Use the Software for purposes of competitive analysis or development of a competing software product or service.

Collection and Use of Information

Brandie may, directly or indirectly through the services of others, collect and store information and data regarding your use of the Services and about equipment on which the Services are installed or through which they otherwise are accessed and used. As between you and Brandie, all right, title, and interest in such information and data, and all intellectual property rights therein, belong to and are retained solely by Brandie. You agree that Brandie may use such information and data to enforce its rights under these Terms, to improve our services, and for any other internal or external use permitted under applicable law.

Cancellations by Brandie

We may terminate your use of the Services as a result of your fraud or breach of any obligation under these Terms. Such termination may be immediate and without notice. A breach of these Terms includes, without limitation, the unauthorized copying or downloading of content from the Services.

Eligibility; User Restrictions

We only permit individuals who are at least 18 years old, or the age of majority in your province, territory or country, and who can form legally binding contracts with us to use the Services. Individuals under the age of 18 ("Minors") may utilize the Services only with the consent and support of a parent, legal guardian or other qualified adult.

You can only use or receive the Services to the extent the laws of your jurisdiction or the United States do not bar you from doing so. You are solely responsible for ensuring your use of and access to the Services is in compliance with the laws of your specific jurisdiction.

Change in the Services; Restrictions on Use

We may from time to time, and in our sole discretion, develop and provide updates to the Services, change the Services, restrict access to the Services or withdraw or terminate the Services entirely, and we reserve the right to do so in our sole discretion without notice. We will not be liable to you or any third party for any modification, suspension or discontinuance of the Services.

You may not do any of the following while accessing or using the Services:

• Use the Services for any revenue generating endeavor, commercial enterprise, or other purpose other than for personal, non-commercial use, without our express written consent;
• Express or imply that any statements you make are endorsed by Brandie;
• Scrape the Services or use other automated means to take our content without our express prior written consent;
• Modify, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form any of the contents of the Services;
• Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
• Interfere or attempt to interfere with the proper working of the Services;
• Bypass, circumvent, or attempt to bypass any measures we may use to prevent or restrict access to the Services;
• Run any form of auto-responder or "spam" on the Services;
• Access or use the Services for any illegal or unauthorized purpose; or
• Otherwise take any action in violation of these Terms.

Links to Third Party Websites

We may provide links to third party websites or services for you to access. You acknowledge that any access is at your sole discretion and for your information only. We do not review or endorse any of those websites or services. We are not responsible in any way for the availability, privacy practices, content, or use of these other websites and services.

Intellectual Property

Except as otherwise expressly granted to you in these Terms, we reserve and retain all right, title and interest in the Services, including without limitation, all technology and processes, enhancements or modifications thereto, trademarks, service marks, site design, text, video, graphics, logos, images and icons, as well as the arrangement thereof.

You acknowledge that the Services contain proprietary content, information, and materials protected by applicable intellectual property and other laws, and you agree that using the Services does not give you any ownership of any intellectual property rights in our Services or grant you the right to display, modify, reproduce, distribute, create derivative works of, download, store, transmit or otherwise use any of our intellectual property.

Availability of the Services

Although we aim to offer you the best service possible, we make no promise that the Services will meet your requirements and we cannot guarantee that the Services will be fault free. We will not be liable to you if the Services are unavailable from time to time. Your access to the Services may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Services.

Third Party Materials and Content

You understand that the Services may display, include, or make available content, data, information, applications or materials from third parties or provide links to certain third party web sites ("Third Party Materials"). You acknowledge and agree that Brandie is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials.

Warranty Disclaimers; Limitation of Liability

THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRANDIE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES OR ANY CONTENT ON THE SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE.

IN NO EVENT WHATSOEVER SHALL BRANDIE, ITS AFFILIATES, OR SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, BRANDIE IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS, BRANDIE'S LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF (1) THE TOTAL OF ANY FEES PAID BY YOU TO BRANDIE IN THE SIX (6) MONTHS PRIOR TO THE DATE THE CLAIM IS ASSERTED, OR (2) US$500.00.

Indemnification

You agree to defend, indemnify and hold harmless Brandie, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services.

Governing Law

No matter where you're located, the laws of the State of Delaware will govern these Terms and the relationship between you and Brandie, without regard to Delaware's conflicts of laws rules. The parties agree to submit to the federal or state courts in Delaware for exclusive jurisdiction of any dispute arising out of or related to your use of the Services or your breach of these Terms.

Creator Agreement

The term "Creator Agreement" collectively refers to the terms and conditions below, in their current form and as may be amended in the future at Brandie's discretion. You shall be referred to herein as "Creator" and/or "you" and by using Brandie's Services and the Software you agree to the terms and conditions of the Creator Agreement. You must be in good standing, and not in violation of the Agreement, to be eligible for bonuses or commissions from Brandie.

Independent Contractor Status

Creators are independent contractors and not employees, partners, legal representatives, or franchisees of Brandie. Creators are solely responsible for paying all expenses they incur. CREATOR SHALL NOT BE TREATED AS A BRANDIE EMPLOYEE FOR FEDERAL OR STATE TAX PURPOSES. Brandie is not responsible for withholding and shall not withhold or deduct FICA, or taxes of any kind from Creators' compensation.

Intellectual Property

Creator owns all content uploaded to Brandie's Site or creates as a part of Creator's use of the Services (the "Content"). Creator represents, warrants and agrees that Creator is the exclusive owner of the Content and/or Creator has all rights, licenses, consents and releases necessary for the Content.

Creator grants to Brandie a non-exclusive, perpetual, worldwide, royalty-free license to use, host, store, transmit, reproduce, distribute, sublicense, modify, create derivative works, communicate, publish, publicly perform, publicly display, archive, and otherwise use and exploit such Content, in whole or in part, in any manner, medium, or form, as Brandie sees fit in its sole discretion.

Income Taxes/Tax ID Number

Creator is responsible for paying local, state and federal taxes on any income generated as an independent contractor. Brandie will provide payout via PayPal and will not issue tax forms. PayPal will handle any required tax reporting in accordance with IRS regulations.

General Conduct

Creators shall safeguard and promote the good reputation of Brandie and its products and services and must avoid all illegal, deceptive, misleading, unethical or immoral conduct or practices. Creator agrees to exhibit high moral character in their personal and professional conduct. The following standards specifically apply:

• Creator must adhere to advertisers' terms and conditions. Lack of adherence can result in loss of commissions and immediate termination;
• Impersonation of any individual or entity is strictly prohibited;
• Creator must not engage in any illegal, fraudulent, deceptive, or manipulative conduct;
• Deceptive conduct is always prohibited. Creator must ensure statements are truthful, fair, accurate, and not misleading;
• FTC GUIDELINES - A clear and conspicuous disclosure such as #ad, #paid, or #sponsored MUST be incorporated into all posts;
• Such disclosure must comply with all applicable laws, including the FTC's Endorsement and Testimonial Guidelines.

Adjustment to Bonuses and Commissions

Compensation stemming from product sales is fully earned when the applicable return, repurchase, and chargeback periods have all expired. If a product is returned for a refund, repurchased, or if a customer charges back a purchase, the compensation attributable to the returned or repurchased product(s) will be recovered by Brandie from Creator.

Brandie reserves the right to:

• Withhold or reduce any Creator's compensation as necessary to comply with any garnishment or court order;
• Withhold or reduce compensation for Creators in breach of Advertiser's Terms and conditions;
• Alter and change the terms of our bonus program at any time;
• Remove any Creator for lack of adherence to brand terms and conditions without warning.

Confidentiality

The parties acknowledge that each may be exposed to certain Confidential Information. Each party agrees to hold all Confidential Information in strict confidence and utilize the same degree of care it utilizes for its own Confidential Information to prevent disclosure thereof to any third party.

Representations and Warranties

Creator hereby represents and warrants to Brandie that: (i) Creator has all necessary authority to enter into this Creator Agreement; (ii) Creator has obtained all rights, licenses and permits necessary for Brandie to use any Content; (iii) the Content will not infringe or violate any intellectual property right or other right of any third party; (iv) the Content will not contain any material that is unlawful, disparaging, defamatory or offensive; and (v) the Content will comply with all applicable laws, rules and regulations.

Trademarks and Copyrights

The name "Brandie" and other names and logos as may be adopted by Brandie are proprietary trade names, trademarks and service marks of Brandie. Brandie grants Creators a limited, non-exclusive and revocable license to use its trademarks and trade names in promotional media for so long as the Creator Agreement is in effect. Upon cancellation of the Creator Agreement for any reason, the license shall expire.

Disciplinary Sanctions

Violation of the Creator Agreement, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Creator that Brandie reasonably believes may damage its reputation or goodwill, may result in the suspension or termination of this Creator Agreement, and/or any other disciplinary measure that Brandie deems appropriate.

Effect of Cancellation

A Creator whose business is canceled for any reason will lose all Creator rights, benefits and privileges. This includes the right to represent yourself as a Creator, to promote products and services using Brandie's Services and the right to receive commissions, bonuses, or other income.

Reporting Errors

If Creator believes that Brandie has made an error in their compensation, Creator must report it to Brandie in writing within 60 days from the date on which the alleged mistake occurred. Brandie shall not be responsible to make changes or remunerate Creators for losses for mistakes that are reported more than 60 days after the mistake occurs.

Severability

If it turns out that any part of these Terms is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.

Entire Agreement

These Terms constitute the entire agreement between you and Brandie and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written with respect to these Services. Any rights not expressly granted herein are reserved.

Force Majeure

We will not be liable for any failure to perform any of our obligations stated in these Terms if the failure results from a cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation, strikes or other labor disputes, restraints or delays affecting carriers, or our inability or delay in obtaining supplies of adequate or suitable materials.

Assignment

You cannot assign, transfer or sublicense these Terms without first obtaining our consent. We may assign, transfer, or delegate any of our rights and obligations without consent. These Terms do not create any agency, partnership, joint venture, or employment relationship.

Waiver

If we do not enforce any part of these Terms, it does not mean we give up the right to later enforce that or any other part of these Terms. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

Release

You release Brandie and our successors from all losses, damages, rights, and demands and actions of any kind, including personal injuries, death, and property damage, that are directly or indirectly related to or arise from your use of the Services (collectively, "Claims"). This release does not apply to any Claims for unconscionable commercial practice by Brandie or fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services.

Comments, Concerns and Complaints

All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: support@brandie.com