Terms of Service 

Last Updated: October 23, 2015 
 

These Terms of Service (“Terms“) govern your use of the free trial and paid subscription to services, software and websites (the “Service”) provided by ARAnet, Inc., doing business as Brandpoint (“Brandpoint”) and is a legal agreement between you and Brandpoint. By using the Service, you agree to be bound by these Terms. If you’re using our Service on behalf of an organization or entity or other individual (collectively, “Organization”), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to that Organization as well as yourself as an individual. By agreeing to these Terms, you are also agreeing to our collection and use of information as described in our Privacy Policy.  

Your Content 

The Service allows you to create content marketing items and associated information, text, files and other materials (together the “Content”) and to share that Content with others. You retain ownership of your Content, but by uploading it onto the Service, you are granting us a non-exclusive, royalty-free, unlimited, worldwide, assignable, transferable and sublicenseable, license to use, copy, reproduce, process, adapt, publish, transmit, host and display that Content for the purpose of (i) providing you the Service and associated support; and (ii) analyzing and improving the operation of the Service. 

We reserve the right to remove Content on the Service that violates our Acceptable Use Policy or these Terms or that we otherwise reasonably believe may create liability for Brandpoint. 

Your Obligations 

  • You must provide accurate information when you create your Brandpoint account. 
  • You are responsible for safeguarding the password and for all activities that occur under your account. You should notify Brandpoint immediately if you become aware of any breach of security or unauthorized use of your account. 
  • You must comply with our Acceptable Use Policy at all times when using the Service. 
  • You may never use another user’s account without permission. 
  • You may not access or attempt to access any portion of the Service other than those portions to which you have explicitly been granted access. 
  • You may not setup a “group” user account that is shared by multiple persons. 
  • You may not disassemble, decompile or reverse engineer the Service or attempt or assist anyone else to do so.
  • Our Service is not intended for use by persons under the age of 13. By using the Service you are representing to us that you are over the age of 13. 

Your Use of Brandpoint Software 

As part of the Service, we provide hosted client software (the “Software”) for your use in connection with the Service. Disclaimers, limitations of liability, and other terms applicable to the Service also apply to the Software.  This Software may update automatically and if such Software is designed for use on a specific mobile or desktop operating system, then a compatible system is required for use. So long as you comply with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Service; provided, however, that this license does not constitute a sale of the Software or any copy thereof, and as between Brandpoint and You, Brandpoint retains all right, title and interest in the Software.  

Your Use of Third Party Applications 

If you elect to utilize any third party application in connection with your use of the Service, by doing so you are consenting to your Content being shared with such third party application. To understand how such third party application provider utilizes your Content and other information, you should review their privacy policy. 

Security 

We will use industry standard technical and organizational security measures in connection with the storage, processing and transfer of your Content that are designed to protect the integrity of that Content and to guard against unauthorized or unlawful access to, use of, or processing of such Content.  However, like all technological systems, we cannot and do not guarantee that the Services or your Content will remain secure at all times, and you agree that we (including in all cases our vendors and licensors) are not responsible or liable for the criminal actions of third parties, such as criminal hackers. 

Subscription 

Subscription fees are non-refundable except as required by law or as explicitly set forth herein. Customer will pay all applicable fees when due and, if such fees are being paid via credit card or other electronic means, Customer authorizes Brandpoint to charge such fees using Customer’s selected payment method. By default, customer accounts are set to auto-renew and Brandpoint may automatically charge Customer for such renewal on or after the renewal date associated with Customer’s account unless Customer has cancelled the Service prior to its renewal date. Brandpoint may, upon at least thirty (30) days prior written notice, increase fees under the Agreement. 

Customer is responsible for providing complete and accurate billing information to Brandpoint. Brandpoint may suspend or terminate Customer’s use of the Service if fees become past due. Customer is responsible for all taxes (excluding taxes on Brandpoint’s net income) and Brandpoint will charge tax when required to do so by law. 

 

Cost Basis 

Minimum Cost 

Payment Period 

$50.00PerUser 

1User 

MonthlyRecurring 

 

Example: Company A subscribes to BrandpointHUB on January 15th. On January 15th, the number of user configured = 5. The billing amount charged will be 5 * $50.00 + (0*$25.00) = $250.00. The next payment period will begin on February 15th. 

In the event that there are no users active in BrandpointHUB on the renewal date day of the month, the minimum payment due, with no cancellation, will be $50.00. 

Additional Fees 

Included with your Subscription is 1 TB of storage.  This includes all content as well as items loaded into your Asset Library and Resource Library.  If at the time of billing you have exceeded your free storage, you will be billed at $25.00 per additional TB or portion of, per month. 

Termination 

The subscription will remain in effect until Customer terminates its subscription to the Service in writing or until this agreement is otherwise terminated as provided for herein. Customer may terminate this agreement at any time with payment ending at the end of the month notice in which cancellation notice is received in writing. 

(Ex. Desire to terminate written notice received March 2nd.  Subscription ends March 31st.) 

You are free to stop using our Service at any time. We also reserve the right to suspend or end the Service and / or terminate this Agreement at any time at our discretion and without notice. We may also terminate or suspend your access to the Service at any time if you are not complying with these Terms or if you are using the Service in a manner that we believe may cause us financial or legal liability.  In the event of any termination those sections which by their nature are intended to survive termination shall survive. 

Brandpoint’s Intellectual Property Rights 

The Service (excluding Content provided by users) constitutes Brandpoint’s intellectual property (including any and all applicable patent, trademark, copyright, and/or trade secret rights) and will remain the exclusive property of Brandpoint.  Any feedback, comments, or enhancement requests you may provide regarding the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you. 

Copyright and DMCA 

Brandpoint respects the intellectual property rights of others and we expect our users to do the same. We respond to notices of alleged copyright infringement if they comply with the law. Send any copyright questions or inquiries to hub@brandpoint.com with the Subject:  Copyright. 

 

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under the U.S. copyright law. If you believe in good faith that materials hosted by Brandpoint and appearing on the Internet, such as through the Service, infringe your copyright rights, you or your agent may send us written notice requesting that the material be removed or access to it be blocked. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon Brandpoint actual or constructive knowledge of facts or circumstances from which infringing material or acts are evident. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Brandpoint a counter-notice. All notices and counter notices must meet the then current statutory requirements imposed by the DMCA; see http://www.copyright.gov/title17/92chap5.html#512 for details in Section 512(c)(3).   

Modifications to the Service 

The Service will be modified from time to time, often without prior notice to you. Your continued use of the Service constitutes your acceptance of such modifications. If you are not satisfied with a modification we make to the Service, your sole remedy is to terminate your use of the Service. 

Indemnification 

You agree to defend, indemnify and hold harmless Brandpoint and its employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from your use of and access to the Service or the Software, or from or in connection with any Content uploaded to the Service through your account by a third party using your account with your knowledge or consent. 

No Warranty 

The Service is controlled, operated and hosted from within the U.S. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own risk and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. 

Limitation of Liability and Disclaimers 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BRANDPOINT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT BRANDPOINT HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. BRANDPOINT’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO BRANDPOINT IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM GIVING RISE TO SUCH LIABILITY. 

 

The information presented on or through the Service is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Service, or by anyone who may be informed of any of its contents. 

This Service may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by us directly, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of us. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties. 

YOUR USE OF THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE IS AT YOUR OWN RISK. THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER BRANDPOINT NOR ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. 

Dispute Resolution 

*Informal Efforts - *You agree that prior to filing any claim against Brandpoint relating to or arising out of these Terms you will first contact us at?hub@brandpoint.com?to provide us with an opportunity to resolve the issue in an informal manner. 

Arbitration -?If such dispute is not resolved to our mutual satisfaction within 30 days of submission, then either party may bring a formal claim, which claim shall be resolved through final and binding arbitration administered by the American Arbitration Association (“AAA”). 

*Arbitration Procedures and Fees- *The AAA will administer arbitration proceedings under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. Arbitration will be held in the United States county where you live or work, in Minneapolis, MN, or in any other location we agree to. The AAA rules will govern payment of all arbitration fees.  

Exceptions to Agreement to Arbitrate -?Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to stop unauthorized use or abuse of the Service or intellectual property infringement (for example, trademark, trade secrets, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process. 

No Class Actions -?ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED. 

Judicial Forum -?In the event that the agreement to arbitrate is found not to apply to your claim, or in the event of any permitted litigation, then you and Brandpoint agree that any judicial proceedings will be brought in the federal or state courts in Minneapolis, MN and both parties consent to venue and personal jurisdiction there. 

Governing Law 

These Terms will be governed by the laws of the State of Minnesota. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. 

Data Transfer 

In connection with providing you the Service Brandpoint may transfer, store and process your Content in the U.S. or in any other country in which Brandpoint or its agents maintain facilities. By using the Service you consent to this transfer, processing and storage of your Content. 

Entire Agreement; Severability; Waiver 

These Terms constitute the entire agreement between you and Brandpoint concerning the Service and replaces any prior or contemporaneous agreements, terms or conditions applicable to your use of the Service. If a provision of these Terms is found to be unenforceable, the remaining provisions of these Terms will remain in full force and effect and an enforceable term will be substituted reflecting as closely as possible our original intent. Brandpoint’s failure to enforce any provision of these Terms shall not be deemed a waiver of its right to do so later. 

Assignment 

These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void. 

Notices 

We may provide you with legal notices and notices related to your account via email using the email address associated with your account. We may provide you with other marketing or business-related information, including information about Service updates or changes via email. 

Acceptable Use  

All users of the BrandpointHUB (“the Service”) are expected to comply with the below Acceptable Use Policy. Failure to do so may result in suspension or termination of your BrandpointHUB account, as well as any other claims or remedies to which we may be entitled.  

Acceptable Use of the Service 

No Misuse of the Service. You agree not to misuse the Service.  

For example, you may not:

  • use the Service for any unlawful purpose or for promotion of illegal activities or eliciting illegal activities;
  • impersonate another person through the Service or otherwise misrepresent an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
  • publish or post other people’s private or personally identifiable information, such as credit card numbers, street address or Social Security/National Identity numbers, without their express authorization and permission;
  • send unsolicited communications, promotions advertisements, or spam;
  • publish or link to any type of malicious content intended to damage or disrupt another user’s browser or computer;
  • use the service to gain access to, tamper with, or use non-public areas of the Service, Brandpoint’s computer systems, or the technical delivery systems of Brandpoint’s providers;
  • probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;
  • access or search the Services by any means other than Brandpoint’s publicly supported interfaces (for example, “scraping”);
  • forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information;
  • interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service; or
  • promote or advertise products or services other than your own without appropriate authorization.
  • Content Standards. You may not post any Content on the Service that:
  • May create a risk of harm, loss, or physical or mental injury to any other person or the risk of loss or damage to any property or person;
  • violates of any applicable law, any intellectual property rights, or anyone’s right of privacy or publicity;
  • is libelous, threatening, or defamatory, or that constitutes hate speech; or
  • contains any information that you do not have a right to make available under law or any contractual or fiduciary duty. 

 
 
For questions about these or any Brandpoint terms or policies, email us at?hub@brandpoint.com