Brand Maven Client Portal Terms of Use

Effective Date: 09/19/2024

Welcome to the Brand Maven Client Portal (“Portal”), a service provided by Brand Maven LLC (“Brand Maven,” “we,” or “us”). By accessing and using this Portal, you agree to comply with these Terms of Use (“Terms”). If you do not agree to these Terms, please discontinue your use of the Portal.

1. Use of the Portal

The Portal provides access to regulatory compliance documentation, tracking tools, and other professional services. Your use of the Portal is governed by these Terms and the terms outlined in your Consulting Agreement with Brand Maven. You agree to use the Portal for lawful purposes only and in compliance with these Terms. You are responsible for all activities conducted through your account.

2. Client Responsibilities

Account Security

You are responsible for maintaining the confidentiality of your username, password, and any other access credentials. You agree to:

• Secure Your Credentials: Ensure that your login details are kept confidential and not shared with unauthorized parties.
• Report Breaches: Immediately notify Brand Maven if you suspect unauthorized use of your account.

Data Submission and Accuracy

You are responsible for the accuracy and completeness of any data or documentation submitted through the Portal. Brand Maven is not liable for delays, errors, or compliance issues resulting from incorrect submissions unless otherwise stated in your Consulting Agreement.

3. Termination of Access

We reserve the right to suspend or terminate your access to the Portal at any time, without notice, for violations of these Terms, non-payment, or if the Consulting Agreement is terminated. You remain responsible for all activities and obligations incurred prior to termination. Upon termination, any outstanding work product or Client-Owned Materials will be returned or deleted as per the terms of the Consulting Agreement.

4. Limitation of Liability

To the fullest extent permitted by law, Brand Maven, including its affiliates, officers, directors, employees, agents, and licensors, shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to, lost profits, lost revenue, lost savings, loss of data, or any other damages arising from your use of the Portal, any content therein, or any services provided, even if Brand Maven has been advised of the possibility of such damages.

Damages Cap

In no event shall Brand Maven’s total aggregate liability for any damages, losses, or causes of action arising from or relating to your use of the Portal exceed $100 USD.

5. Disclaimers of Warranties and Service Availability

The Portal, including all content, services, and materials provided therein, is offered on an “as-is” and “as-available” basis without any representations or warranties of any kind, either express or implied. To the fullest extent permitted by law, Brand Maven disclaims all warranties, including but not limited to:

• Warranties of Merchantability: No warranty that the Portal is fit for a particular purpose or will meet your needs.
• Warranties of Accuracy: No guarantees regarding the accuracy, completeness, or timeliness of any content or materials accessed through the Portal.
• Warranties of Availability: No assurances that the Portal will be available, error-free, uninterrupted, or free from viruses or harmful components.

You acknowledge that your use of the Portal is at your sole risk. Brand Maven does not warrant that the Portal will function without interruption or that any defects will be corrected. Brand Maven is not responsible for any delays, failures, or other damages resulting from factors beyond its control, including but not limited to internet outages, third-party service provider failures, or technical malfunctions.

6. Acceptable Use Policy

By using the Portal, you agree to the following:

• You will not engage in any unlawful activities, including using the Portal to violate any applicable laws, regulations, or third-party rights.
• You will not attempt to gain unauthorized access to any part of the Portal, its systems, or other accounts through hacking, password mining, or any other illicit means.
• You will not upload or transmit any viruses, worms, or malicious software designed to disrupt, damage, or limit the functionality of the Portal or any related systems.
• You will not use the Portal to engage in any abusive, threatening, defamatory, or obscene behavior, or to harass, exploit, or harm any individual.
• You will not use the Portal for unsolicited or unauthorized advertising, spam, or any other form of solicitation.

Brand Maven reserves the right to suspend or terminate your access if we determine, in our sole discretion, that you have violated this Acceptable Use Policy.

7. Intellectual Property

All content, designs, workflows, processes, trademarks, logos, software, and other materials provided through the Portal (collectively, “Brand Maven Intellectual Property”) are the exclusive property of Brand Maven LLC or its licensors. You are granted a limited, non-exclusive, non-transferable license to access and use the Brand Maven Intellectual Property solely for the purpose of utilizing the services as outlined in your Consulting Agreement.

You may not:

• Copy, Modify, or Distribute: Copy, modify, reproduce, or create derivative works based on any Brand Maven Intellectual Property.
• Transfer or Sublicense: Sell, distribute, transfer, sublicense, or make available any Brand Maven Intellectual Property to third parties without express written permission.
• Reverse Engineer: Attempt to reverse engineer, decompile, or extract any proprietary methodologies from the Portal or its services.

Exception for Client-Owned Materials

Any documentation, data, or work product you provide or that Brand Maven generates on your behalf as part of the services (collectively, “Client-Owned Materials”) remains your property. Brand Maven retains ownership of the methodologies and processes used to create such work product.

8. Indemnification

You agree to indemnify, defend, and hold harmless Brand Maven, its affiliates, directors, officers, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, or expenses (including attorney’s fees) arising out of or related to:

• Your violation of these Terms,
• Your misuse of the Portal or any services or content available through the Portal,
• Your violation of any third-party rights, including but not limited to intellectual property or privacy rights,
• Your violation of any applicable law or regulation.

Brand Maven reserves the right to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

9. Data Protection and Privacy

Your use of the Portal is subject to our Privacy Policy, which governs how we collect, use, and protect your personal data. Brand Maven is committed to complying with applicable data protection laws, including but not limited to:

• General Data Protection Regulation (GDPR) for users within the European Economic Area (EEA),
• California Consumer Privacy Act (CCPA) for users within California.

By using the Portal, you acknowledge that Brand Maven may collect and process certain personal data as outlined in the Privacy Policy. You also agree to comply with all applicable data protection laws and regulations when using the Portal, including those governing the collection, use, and sharing of personal data.

10. Force Majeure

Brand Maven shall not be liable for any failure or delay in the performance of its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, cyberattacks, strikes, labor disputes, pandemics, governmental actions, or interruptions in internet services or utilities.

If such an event prevents Brand Maven from fulfilling its obligations, we will make reasonable efforts to resume performance as soon as practicable.

11. Governing Law and Jurisdiction

These Terms and any disputes arising from your use of the Portal shall be governed by the laws of the State of California, without regard to its conflict of laws principles. You agree to submit to the exclusive jurisdiction of the courts located in California for the resolution of any disputes.

Waiver of Class Action: By agreeing to these Terms, you waive the right to participate in a class action, consolidated, or representative lawsuit.

12. Modifications to the Terms

Brand Maven reserves the right to modify these Terms at any time. Changes will be posted on the Portal and will take effect immediately. Continued use of the Portal after any changes constitutes acceptance of the updated Terms.

13. Contact Information

If you have any questions or concerns regarding these Terms, please contact us at:

Email: privacy@brandmavenconsulting.com