Terms and Conditions of Business

Please carefully read these terms and conditions as they describe your legal rights and obligations. The following Terms of Business apply to any and all video recording, audio recording, script writing, editing, data storage, lighting, photography, and any other service or facility (together “Services” and individually “Service”) to be provided by BrandPromotions, an assumed name of DivisionX, Inc., hereafter referred to as the “Company” to you from time to time. “User” means you, the Customer, or any person who makes use of the Services through you or on your behalf. “Contract” means the agreement between the Company and the User incorporating these conditions; References to “Agreement” shall, where the context admits, be read as referring to the Contract.

This Agreement is between: the Company whose registered office is at 805 Falcon Lane, Leander, TX 78641, (“we” and also “us” or “BrandPomotions“ or “the Company”) and the User; This Agreement shall become effective as of the date of (1) the User’s electronic acceptance of this agreement, or (2) the User’s receipt of an e-mail from the Company confirming the order, whichever happens first.

BY REGISTERING FOR ANY OF THE SERVICES OR PRODUCTS OFFERED BY THE COMPANY YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT IRRESPECTIVE OF THE MODE OR MANNER EMPLOYED WHEN ORDERING OR USING ANY SERVICES. THESE TERMS OF BUSINESS SUPERSEDE ALL EARLIER VERSIONS AND REQUIRE MANDATORY ARBITRATION OF DISPUTES. ANY AGREED VARIATION OR ALTERATION TO PART OF THESE TERMS OF BUSINESS WILL NOT INVALIDATE THE REMAINDER OR THE WHOLE. ANY ALTERATION OR ADDITION INSTRUCTED ON AN ORDER WILL REQUIRE TO BE THE SUBJECT OF A NEW ORDER.

IF YOU DO NOT AGREE TO THIS CONTRACT YOU MUST NOT USE ANY SERVICES PROVIDED BY THE COMPANY

1. Acceptable Use Policy

Any activities that would facilitate or promote activities which violate this Acceptable Use Policy (“AUP”) will be considered violations of this AUP. Attempted violations will be treated as if they succeeded. You further warrant and agree that the Company shall be the sole arbitrator of what violates this policy.

We reserve the right to immediately suspend without notice the Services of any client disregarding this policy. We reserve the right to refuse service to anyone for any reason not prohibited by law. Also we reserve the right to terminate service to any client for any reason not prohibited by law. We reserve the right at our sole discretion to charge a “clean-up” fee of $100 (US) for any violation of this policy along with a potential fee of $50 (US) per mailing/complaint we receive.

Any complaints about a violation of this AUP should be sent to abuse@brandpromotions.com.

It is not possible to enumerate all possible violations of our AUP. We expect our customers to comply with the spirit of this AUP, particularly the following points:

You warrant to us that you will only use our Services for lawful purposes. In particular, You further warrant and undertake to us that:

(A) You will not, nor will you authorize or permit any other party to, use our Services in violation of any law or regulation;
(B) You will not knowingly or recklessly create, alter, post, link to or transmit or allow the transmission of (e.g. in a chat room, forum or other community):

i) any material which in the Company’s sole discretion is unlawful, threatening, abusive, harmful, malicious, libelous, defamatory, obscene, pornographic, profane or otherwise objectionable in any way; or

iii) any material that which constitutes child pornography, may cause harm to minors or which in any way violates United States Code, Title 18, Section 2257.

(C) You will not create, alter, post, link to or transmit, or allow the transmission of any material that shall constitute or encourage a criminal offense, harm to minors, give rise to civil liability or that violates or infringes any trade mark, copyright, other intellectual property rights or similar rights of any person, firm or company under the laws of any jurisdiction;

2. Customer Service

The Company will provide to User reasonable amounts of consultation via telephone and/or electronic mail in the use of the Services, but will not assist with any services that are not maintained or controlled by the Company. You may contact us for additional Services on a fee basis and the Company in its sole discretion reserves the right to refuse to provide such Services. Any Services we may subsequently agree to provide to you shall be at our sole discretion and once commenced, may be terminated at any time without notice to you and without any liability to us.

We can only improve on our Services with valid feedback from you, our customers. If you wish to make a complaint about a service you have received, please submit an email to us at abuse@brandpromotions.com including as much detail from the issue you have. We will acknowledge your complaint within one business day and aim to resolve any issues within five business days.

3. Relation of Parties

The performance by the Company of its duties and obligations under this Agreement will be that of an independent contractor, and nothing in this Agreement will create or imply an agency relationship between the Company and User, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.

4. Non-Assignment

Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party. This Agreement will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.

5. Confidential Information

(A) All information relating to User that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by the Company and will not be disclosed or used by the Company except to the extent that such disclosure or use is reasonably necessary to the performance of the Services.
(B) All information relating to the Company that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by User and will not be disclosed or used by User except to the extent that such disclosure or use is reasonably necessary to the performance of User’s duties and obligations under this Agreement.
(C) These obligations of confidentiality will extend for a period of after the termination of this agreement, but will not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation.

6. Ownership and Intellectual Property

(A) User hereby grants to the Company a non-exclusive, royalty-free, worldwide right and license during the term of this Agreement to do the following to the extent necessary in the performance of Services: (a) digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, alter, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink the Content; and (b) make archival or back-up copies of the Content. Except for the rights expressly granted herein, the Company does not acquire any right, title or interest in or to the Content, all of which will remain solely with User.
(B) Any feedback, data, answers, questions, comments, suggestions, ideas or the like that User sends to the Company relating to the Services will be treated as being non-confidential and non-proprietary. the Company may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any lawful purpose.
(C) the Company’s trademarks, trade names, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of the Company. User will not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of the Company.

7. Disclaimer

THE SERVICES PROVIDED THROUGH THE COMPANY ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE USE OF THE SERVICES IS WITH YOU. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF OUR SERVERS. NO WARRANTY IS MADE BY THE COMPANY REGARDING ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THIS AGREEMENT.

8. Limitation of Liability

YOU WARRANT AND AGREE THAT IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW WILL THE COMPANY BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF YOUR WEB SITES TO OPERATE, EVEN IF YOU OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim and provided that you notify us of any such claim within one year of it arising.

In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.

9. Indemnification Policy

The User warrants and agrees that it shall defend, indemnify, save and hold the Company harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees asserted against the Company its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the User, it’s agents, employees or assigns. The User further warrants and agrees to defend, indemnify and hold harmless the Company against liabilities arising out of:

(A) Any injury to person or property caused by any products sold or otherwise distributed in connection with any Company equipment;
(B) Any material supplied by the client infringing or allegedly infringing on the proprietary rights of a third party;
(C) Copyright infringement and

You warrant and agree that the the Company shall be the sole arbitrator of what violates this policy.

10. Termination

(A) We may terminate this agreement forthwith if you fail to pay any sums due to us as they fall due.
(B) We may terminate this agreement upon written notice if you breach any of these terms and conditions and you fail to correct the breach within thirty (30) days following written notice from us specifying the breach, or if you are a company you go into insolvent liquidation, or if you are a person you are declared bankrupt.
(C) Upon termination of this agreement we shall be entitled to payment in full for the remainder of your term of contract with us and to immediately block your Services and to remove all data associated with the Services. We shall further be entitled to post such notice in respect of the non-availability of the Services as we think fit.
(D) You continue to be liable to pay all charges which are due for Services during any period in which you do not comply with this Contract
(E) If the Company waives a breach of Contract by you, that waiver is limited to the particular breach. Any delay by the Company in acting upon a breach is not to be regarded in itself as a waiver
(F) We may terminate this agreement upon written notice provided to you thirty (30) days in advance if we are unable to provide you with services for operational reasons. In the case of termination of this contract by us due to operational reasons we will refund you the remainder of any payments made by you to us for the remaining portion of your contract.

11. Charges and Payment

(A) All charges payable by you to us for the Services shall be in accordance with the relevant scale of charges and rates or invoices supplied and shall be due and payable in advance of our Service provision
(B) The provision by us of the Services is contingent upon our having received payment in full from you in respect of the relevant Services. Without prejudice to our other rights and remedies under this agreement, if any sum payable is not paid on or before the due date, we reserve the right, forthwith and at our sole discretion, to suspend the provision of Services to you.
(C) Appointments booked for Services can be cancelled up to 48 hours prior to the appointment time. Appointments may not be cancelled within 48 hours of the appointment time and will be charged in full.

12. Non-Enforcement Does Not Constitute a Waiver

Any failure of the Company to enforce any of the provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other rights here under. The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

13. Notices

Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served two days following the date of posting.

14. General Legal Compliance

Any controversy or claim arising out of or relating to this Contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

15. Severability

If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect

16. Force Majeure

Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party’s reasonable control.

17. Entire Agreement

These terms and conditions together with the additional agreements attached here or linked to via the web and referred to in them, contain the entire Agreement between us relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings or proposals, written or oral, between us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. You confirm that, in agreeing to these terms and conditions, you have not relied on any representation save insofar as the same has expressly in these terms and conditions been made a representation and you agree that you shall have no remedy in respect of any misrepresentation (other than a fraudulent misrepresentation) which has not become a term of this Agreement.