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Terms & Service of Agreement

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Last edited on

March 1, 2024

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Last edited on

March 1, 2024

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Last edited on

March 1, 2024

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Last edited on

March 1, 2024

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Last edited on

March 1, 2024

THIS TERMS OF SERVICE AGREEMENT (the "Agreement") constitutes a legally binding agreement between BrandUpNation Ltd Liab Co, a limited liability company organized under the laws of the United Kingdom ("BrandUpNation"), the talented creators ("Talent") working on the BrandUpNation platform, and our clients, whether personally or on behalf of an entity ("Client"), regarding access and use of https://brandupnation.com/ (the "Website") and any other media form, channel, mobile website, or mobile application related, linked, or otherwise connected to it. Failure to agree and adhere to all the terms, conditions, and obligations contained herein will result in the immediate prohibition of the client's use of the website, and the client is required to discontinue use immediately. After that, the relationship between the client and BrandUpNation shall cease, except that any obligation of the client to pay BrandUpNation for services rendered shall remain and continue as an ongoing obligation owed by the client to BrandUpNation.

1. Intellectual Property Rights

Unless otherwise indicated, the website is the property of BrandUpNation, and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics of any nature and regardless of format (collectively or individually, the "Content"), and the trademarks, service marks, and logos contained therein (the "Marks") are owned and controlled by BrandUpNation. They are protected by copyright and trademark laws, as well as any other applicable intellectual property law or regulation. The content and marks are provided "as-is" for your information and personal use only. Except as expressly provided herein, no part of the website and no content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without BrandUpNation's express prior written permission. BrandUpNation reserves all rights to the website, content, and marks.

2. Ownership of Materials

All design and source files created on the client's behalf ("projects") belong to the client, and the client shall be the sole owner of the copyright for all projects. If any operation of law would cause Talent and BrandUpNation to become the owner of a project, in whole or in part, rather than the client, Talent, and BrandUpNation irrevocably and perpetually assigns its entire interest in the project to the client, without limitation. The client warrants that any materials provided to Talent and/or BrandUpNation during the design process are owned by the client and do not infringe on or misappropriate any third party's rights, including intellectual property rights and any right of publicity. BrandUpNation reserves the right to share the client's design work publicly unless agreed upon otherwise, as stated in Section 18 of this document.

3. Third-Party Assets Responsibility

If any project incorporates third-party assets, such as fonts or other materials not owned by Talent and/or BrandUpNation and necessitating a commercial license for the legal reproduction, distribution, or public display of the project ("Third-Party Assets"), it is the sole responsibility of the client to ensure compliance. The client is required to procure the necessary licenses directly from the rights holders. The client assumes full responsibility for any ensuing consequences. BrandUpNation denies any responsibility related to the use of third-party assets.

4. User Representations

By using the website, the client represents and warrants that:

- The client has the legal capacity and agrees to comply with these terms of service.
- The client is not a minor in the jurisdiction of their domicile.
- The client will not access the website through automated or non-human means.
- The client will not use the website for any illegal or unauthorized purpose.
- The client's use of the website will not violate any applicable law or regulation.

5. Prohibited Activities

The client shall not access or use the website for any purpose other than its intended use. The website may not be used for commercial endeavors unrelated to the services provided by BrandUpNation. The client agrees to refrain from prohibited activities, including, but not limited to:

- Unauthorized use of the website.
- Data retrieval to create a database or directory.
- Interference with security-related features.
- Unauthorized framing or linking of the website.
- Deceptive or fraudulent actions.
- Disruption of the website or BrandUpNation's networks.
- Competing with BrandUpNation.
- Decompiling or reverse-engineering the website's software.
- Bypassing measures to restrict access to the website.
- Harassment or threats against BrandUpNation's employees or agents.
- Removal of copyright notices.
- Uploading or transmitting viruses or malicious material.
- Acting inconsistently with applicable laws and regulations.

6. Talent Feedback

Any questions, comments, suggestions, or other feedback or submission ("submission") shall be BrandUpNation's property. BrandUpNation is not obligated to keep submissions confidential and may use and disseminate them for any lawful purpose without the client's permission or compensation. The client waives all claims against BrandUpNation for using submissions.

7. Management and Oversight

BrandUpNation reserves the right to monitor the website for violations of these terms of service and take appropriate legal action in response. BrandUpNation may restrict or deny access to the website at its sole discretion. All decisions regarding the website's management are at BrandUpNation's sole discretion and aim to protect its rights and property.

8. Privacy Policy

By using the website, the client agrees to BrandUpNation's privacy policy. The website is hosted in the United Kingdom. Access from other regions may be subject to different laws governing personal data. The client's use of the website constitutes consent to data transfer and processing in the United Kingdom. BrandUpNation does not knowingly collect information from individuals under 18 years old.

9. Returns and Refunds

BrandUpNation maintains a stringent no-refund policy to ensure the preservation of high-quality standards on our platform and to safeguard the compensation of talent. As such, refunds will not be issued under any circumstances.

10. Modification

BrandUpNation reserves the right to change, alter, modify, amend, or remove content on the website at its sole discretion. BrandUpNation may modify or discontinue the website without notice or liability to the client.

11. Connection Interruptions

BrandUpNation does not guarantee or warrant that the website will be available and accessible at all times. Issues with hardware, software, or other items may result in interruptions, delays, or errors beyond Talent and/or BrandUpNation's control. The client agrees that BrandUpNation shall not be liable for any loss, damage, or inconvenience caused by the client’s inability to access or use the website during any interruption in the connection or service.

12. Governing Law

These Terms of Service shall be governed by and construed by the laws of the United Kingdom without regard to conflict of law principles.

13. Legal Jurisdiction

Any legal action, regardless of its nature, shall be brought in the state courts of the United Kingdom or in the appropriate jurisdiction under UK law. Both parties consent to personal jurisdiction in said courts and waive all

defenses of lack of personal jurisdiction and forum non conveniens. Applications of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms of Service.

14. Disclaimer

The website is provided on an as-is, as-available basis. The client agrees that the use of the website and services is at the client’s sole risk. BrandUpNation disclaims all warranties, express or implied, in connection with the website and the client’s use thereof, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. BrandUpNation makes no warranties or representations about the accuracy or completeness of the Website or any content thereon or content of any websites linked to the Website, and BrandUpNation assumes no liability for any errors, mistakes, or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of BrandUpNation’s secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Website by any third party, and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available through the Website. BrandUpNation does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party either through the website, a hyperlinked website, or any website or mobile application featured in any advertising.

15. Limitations of Liability and Indemnification

BrandUpNation and its directors, employees, members, independent contractors, or agents shall not be liable to the client or any third party for any direct, indirect, consequential, incidental, special, or punitive damages, including lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures, or other damages or losses arising from the client’s use of the website. Client agrees to defend, indemnify, and hold harmless BrandUpNation and its Talent, subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of (1) use of the Website; (2) breach of these Terms of Service; (3) any breach of Client’s representations and warranties set forth herein; (4) Client’s violation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, BrandUpNation reserves the right, at the client’s expense, to assume control and defense of any matter for which the client shall be required to indemnify BrandUpNation hereunder. The client agrees to cooperate with the defense of such claims.

16. User Data

The client is solely responsible for all data transmitted to or related to any activity the client has undertaken using the website. BrandUpNation shall have no liability to the client for any loss or corruption of any such data, and the client hereby waives any right of action against BrandUpNation for any such loss or corruption.

17. Electronic Communications, Transactions, and Signatures

The client hereby consents to receive electronic communications from BrandUpNation, and the client agrees that all agreements, notices, disclosures, and other communications sent via email or through the website satisfy any legal requirement that such communication be in writing. The client hereby agrees to the use of electronic signatures, contracts, orders, and other records, and to the electronic delivery of notices, policies, and records of transactions initiated or completed by BrandUpNation or through the website. The client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature, delivery, or retention of non-electronic records, payments, or the granting of credits by any means other than electronic.

18. Showcasing Design Work

BrandUpNation reserves the right to share design work on digital channels, including social media, websites, etc., unless otherwise agreed upon. The client reserves the right to issue an NDA between themselves and BrandUpNation, which in turn would void the right of Talent and/or BrandUpNation to share or discuss the client's work publicly.

19. Referrals

Referral tracking and payouts are handled through our third-party partner, Trackdesk.com.

20. Miscellaneous

These Terms of Service and any policies posted on the website or regarding the website constitute the entire agreement and understanding between the client and BrandUpNation. Failure of BrandUpNation to enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision. If any provision or part of these Terms of Service is determined to be unlawful, void, or unenforceable, that provision shall be severed from these Terms of Service but shall not otherwise affect the validity or unenforceability of the remaining provisions herein. Nothing in these Terms of Service, the Privacy Policy, or on the Website shall be construed to constitute the formation of a joint venture, partnership, employment, or agency relationship between the client and BrandUpNation.