Terms and Conditions
Thank you for being a BK Marketing Brand Client. We appreciate your confidence in us and your business!
We have designed this agreement to be as straightforward as possible. It is our intent to fully protect our clients and our company without getting too deep into the legal jargon and become hard to understand. Take your time to review this agreement and make sure you both understand and agree to everything within it. If you have any comments, concerns, or suggestions don’t hesitate to contact us.
All of Brinn Marketing, LLC services are delivered via a subscription based model unless otherwise specifically noted. Our services are NO CONTRACT, MONTH-TO-MONTH, CANCEL ANYTIME and completely controlled by the Client through the account section within our site unless you have chosen to setup a special arrangement. By agreeing and starting one or any of our subscriptions you agree and understand that you, and your project are subject to the terms laid out in this client agreement.
Brinn Marketing, LLC, DBA Brinn Kalk Marketing Brand, a corporation organized and existing under the laws of North Carolina and having a corporate address at 1183 University Drive 105-2082, Burlington, North Carolina 27215 is a consulting firm and will be referred to within this agreement as “the Agency.” Anyone securing any of our subscription based services or otherwise are referred to within this agreement as “the Client.”
DESCRIPTION OF SERVICES
Beginning when the Client makes the initial payment through the Agency’s website, the Agency will provide the service(s) as outlined within the subscription that is selected by the Client.
The Agency provides the Client with access to a collection of resources, products, and services through the Agency’s website (brinnforthewin.com). Unless explicitly stated otherwise, any updates, new features, or new products shall be subject to these terms.
The Client understands and agrees that the service(s) is provided “AS-IS” and that the Agency assumes no responsibility for the timeliness, deletion, delivery of its products, or failure to store any user communications, subscription, or user setting.
PAYMENT FOR SERVICES
In consideration of the service(s) to be performed by the Agency, the Client agrees to compensate the Agency for the service(s) rendered through the subscription(s). The Agency’s fees for the service(s) specified in Description of Services, above, will be charged according to the schedule described.
The Client will pay the Agency’s costs and expenses monthly unless the subscription(s) specifies to the contrary (some services are rendered at a one time cost).
All the Agency services are sold as an automatically recurring subscriptions that renew monthly on the anniversary of the purchase date unless otherwise stated. This subscription will automatically renew at the end of the license term unless the Client cancels their subscription(s) prior to the automatic renewal date.
The Client may cancel the Client’s subscription(s) at any time by logging into the Agency’s website (digitalmarketingservicesnc.com) and manually canceling their subscription(s) from the Client’s account page.
If the Client chooses to cancel the Client’s subscription(s) the Client will no longer receive updates and support for any of the Agency’s products or services when the Client’s subscription(s) expires. Any Client specific graphic collateral or content created over the term of the subscription(s) will be given over to the Client as their own with full rights to use. However, the websites created, domain names created, plugins and components, email services, social media services, and anything else created and used in relationship and during the duration of the subscription(s) will remain solely the property of the Agency and will not be given to the Client unless specifically noted or purchased separately through an other agreement.
The renewal price will be the full-service price as published at the time of renewal, exclusive of any discounts unless otherwise stated.
Grandfathered pricing: If Client chooses to cancel the Client’s subscription(s), and the Client’s renewal price is lower than the current listed price for the Client’s service or subscription (a “grandfathered” price), the lower renewal price will no longer be available to the Client.
If the Client chooses to renew the Client’s subscription(s) after it has been canceled and the Client’s subscription(s) has expired, the Client will be charged the current listed price for the Client’s service and/or subscription(s). The Agency cannot apply older or grandfathered pricing to the Client’s new renewal purchase.
This Agreement may be terminated by either party.
RELATIONSHIP OF PARTIES
It is understood by the parties that the Agency is an independent contractor with respect to the Client, and not an employee of the Client. The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Agency.
WORK PRODUCT OWNERSHIP
Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively, the “Work Product”) developed in whole or in part by the Agency in connection with the subscription(s) shall be included as part of the subscription(s) as long as the the Client retains the subscription(s). Upon termination of the subscription(s) by either party the entirety of the “Work Product” with revert solely to the Agency unless conveyed otherwise through some other agreement executed by both parties.
LAWS AFFECTING ELECTRONIC COMMERCE
The Client agrees that the Client is solely responsible for complying with laws, taxes, and tariffs that governments enact and fix from time to time in connection with Internet electronic commerce, and shall indemnify, hold harmless, protect, and defend the Agency and its subcontractors from any cost, claim, suit, penalty, or tariff, including attorneys’ fees, costs, and expenses, arising from the Client’s exercise of Internet electronic commerce.
The Agency will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Agency, or divulge, disclose, or communicate in any manner any information that is proprietary to the Client. The Agency will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, the Agency will return to the Client all records, notes, documentation and other items that were used, created, or controlled by the Agency during the term of this Agreement. The Client understands that the Agency has developed processes, systems, and settings of software in such a way that it is highly confidential and proprietary to the Agency. The Client agrees not to divulge such processes, systems, and settings of software to anyone or allow them through the Client’s access to be viewed by anyone other than the Client alone. The Client understands that divulging such confidential and proprietary methods would cause the Agency losses and damages that the Client would be responsible to recoup. This provision shall continue to be effective after the termination of this Agreement.
SPONSORS, THIRD PARTIES, AND ADVERTISERS
The Client correspondence or business dealings with, or participation in promotions of, sponsors, third parties, or advertisers found on or through the Agency, its services, etc., including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between the Client and such sponsor, third party or advertiser. The Client agrees that the Agency shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such sponsors, third parties, or advertisers on the the Agency’s website(s), collateral of any kind, its services, etc.
INTELLECTUAL PROPERTY INFORMATION
All materials on the Agency’s website, brinnforthewin.com, (”Online Materials”), including, without limitation, names, logos, trademarks, service marks, images, articles, columns, graphics, photographs, illustrations, artwork, blog posts, audio clips, themes, video clips, software, and other elements making up the Agency’s marketing material, etc., are protected by copyrights, trademarks and other intellectual property rights owned and controlled by the Agency or by other 3rd parties. Except as specifically provided herein, no Online Materials may be copied, reproduced, republished, downloaded, posted, transmitted, distributed, or resold in any way, or otherwise used for any purpose, without the prior written permission of the Agency or the respective owners. Unless otherwise specifically allowed by these Terms, the Client may not add, delete, distort, or otherwise modify the content or the products provided by this site. Any unauthorized attempt to modify any Online Material, to defeat security features, or to utilize this site for other than its intended purposes is strictly prohibited.
The Agency and its respective logos, product names, and service names are trademarks of the Agency. All other trademarks appearing on the the Agency’s website(s), collateral of any kind, its services, etc. are trademarks of their respective owners and our reference to them does not imply or indicate any approval or endorsement by their owners unless such approval or endorsement is expressly made.
The Agency may provide, or third parties may provide, links to other websites or resources. Because the Agency has no control over such sites and resources, the Client acknowledges and agrees that the Agency is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, accuracy, quality, advertising, products, or other materials on or available from such sites or resources. The Client further acknowledges and agrees that the Agency shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.
The Agency’s employees, if any, who perform services for the Client under this Agreement shall also be bound by the provisions of this Agreement. At the request of the Client, the Agency shall provide adequate evidence that such persons are the Agency’s employees.
The Agency’s obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent the Client and the Agency.
This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
The failure of the Agency to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
The Client agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the subscription(s) and its service(s) or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
No amendment, waiver, or discharge of any provision of this Agreement shall be effective against the Client or the Agency without the written consent of the Client and the Agency.
REFUSAL OR DISCONTINUANCE OF SERVICE
The Agency reserves the right to refuse, terminate, or restrict service to any user for any reason or no reason at all.
The Agency may occasionally send the Client emails related to the purchase of product(s) and services from the Agency. The Agency may also send the Client occasional email newsletters relating to any of the Agency’s products or services updates, promotions, and the like. The Agency will never sell or release the Client’s email to any third-party vendors. The Client may opt out of these emails at any time without penalty.
This Agreement will be governed by the laws of the State of North Carolina. Any dispute arising from the terms of this agreement or breach of this agreement will be governed by the laws of the State of North Carolina and the Client agrees to personal jurisdiction by the state and federal courts sitting in Burlington, North Carolina. The parties hereby expressly waive trial by jury in any action, proceeding, or counterclaim brought by either of the parties against the other on any matters whatsoever arising out of or in any way connected with these Terms and agree to submit to binding arbitration.
DISCLAIMER OF WARRANTIES
THE CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT:
a. THE CLIENT’S USE OF THE AGENCY IS AT THE CLIENT’S SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE AGENCY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
b. THE AGENCY MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET THE CLIENT’S REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY THE CLIENT THROUGH THE SERVICES WILL MEET THE CLIENT’S EXPECTATIONS, (v) ANY ERRORS IN THE SERVICES WILL BE CORRECTED, (vi) OR THAT THIS WEB SITE, ITS CONTENT, PRODUCTS, AND THE SERVERS ON WHICH THE WEB SITE, PRODUCTS, AND CONTENT ARE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT THE CLIENT’S OWN DISCRETION AND RISK AND THAT THE CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE CLIENT’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE CLIENT FROM THE AGENCY OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
e. THIS WEBSITE MAY CONTAIN VARIOUS COMBINATIONS OF TEXT, IMAGES, AUDIOVISUAL PRODUCTIONS, OPINIONS, STATEMENTS, FACTS, ARTICLES, OR OTHER INFORMATION CREATED BY THE AGENCY OR BY THIRD PARTIES. DUE TO THE NUMBER OF SOURCES FROM WHICH CONTENT IN THIS SITE IS OBTAINED, AND THE INHERENT HAZARDS OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS, OR INACCURACIES IN SUCH CONTENT. ACCORDINGLY, SUCH CONTENT IS FOR CLIENT’S REFERENCE ONLY AND SHOULD NOT BE RELIED UPON BY CLIENT FOR ANY PURPOSE.
f. INFORMATION, PRODUCTS, AND/OR CREATED BY THIRD PARTIES THAT THE CLIENT MAY ACCESS ON THE SITE OR THROUGH LINKS IS NOT ADOPTED OR ENDORSED BY BRINN AND REMAINS THE RESPONSIBILITY OF SUCH THIRD PARTIES.
LIMITATION OF LIABILITY
THE CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT WITH REGARD TO THE CONTENT, PRODUCTS, AND SERVICES AVAILABLE THROUGH THIS SITE, IN NO EVENT SHALL THE AGENCY OR ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, AFFILIATES, DISTRIBUTORS, OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THIS PARAGRAPH SHALL ALSO APPLY TO (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF CLIENT’S TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES.
EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE AFOREMENTIONED LIMITATIONS MAY NOT APPLY TO CLIENT.