Brand Bucks Terms of Service

Updated November 1, 2018

These Terms of Service constitute an agreement (this “Agreement”) between you—the brand (“Brand”)— and Brand Bucks, LLC (“Brand Bucks”). This Agreement allows you, the Brand, the opportunity to participate in the Brand Bucks voucher program (the “Service”). This Agreement is effective as of the date you click “I agree” at the bottom of these Terms of Service (“Effective Date”).  Brand’s use of the Service is governed by this Agreement.

  1. DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this Agreement.

    1. “Brand” means the following:

      1. A business entity who offers products and/or services to an end user.

      2. A business entity that agrees to create voucher discount codes and provide those codes to Brand Bucks in order for Brand Bucks to market and sell said voucher discounts.

      3. A business entity that understands and agrees that Brand Bucks and any one or more of its affiliates will sell the Brand’s voucher discount codes for a profit.

      4. A business entity that agrees to offer free shipping on all purchases made on the Brand’s website using Brand Bucks.

      5. A business entity that understands and agrees that Brand Bucks will not use Brand Bucks’ Trademarks without Brand Bucks prior written consent.

      6. The delivery of the Brand’s products, services, or whatever it is the Brand offers, is strictly between the Brand and the purchaser of said products and/or services. Brand Bucks and its affiliates simply market and sale the voucher codes created by the Brand.

      7. A business entity that agrees that it, the Brand, and not Brand Bucks, will handle all Customer support issues related to the redemption of the Brand’s voucher codes sold by Brand Bucks.

  2. "Confidential Information"has the meaning ascribed to it in Section 6.

  3. "Brand Data"means data in electronic form input or collected through brandbucks.com by or from the Brand.

  4. “Documentation”means these standard Terms of Service and Privacy Policy related to use of the Service (found on brandbucks.com), as well as any additional documentation provided to the Brand in connection with this Agreement.

  5. "Privacy Policy"means Brand Bucks’ Privacy Policy, currently posted at brandbucks.com.

  6. "Term"is defined in Section 10(a) below.

  7. "Website"means the website owned and operated by Brand Bucks at brandbucks.com.

  8. “Purchaser” Any person and/or entity who purchases a Brand’s Voucher Code from Brand Bucks or one of its affiliates or assigns.

2.   THE SERVICE. The following capitalized terms shall have the following meanings whenever used in this Agreement.

a.  Use of the Brand Bucks Service. During the Term and provided that this Agreement has not been terminated by either party, and in consideration of the Brand agreeing to create and provide to Brand Bucks voucher codes for the Brand’s products and/or services, Brand Bucks and its affiliates will market and sell for a profit the Brand’s voucher codes to end users.

b.    Brand Bucks Offering Revisions. Brand Bucks may revise its Documentation, the Brand Bucks’ Offering and its features and functions at any time, including without limitation by removing such features and functions.

c.      Taxes. The Brand, and not Brand Bucks, is responsible for collecting and assessing any and all applicable federal or national, state or provincial, or local sales, use, excise, export or other applicable taxes, except for taxes on the net income, if any as a result of purchases made by Brand Bucks members for the Brand’s voucher codes for products and/or services.

d.    Prohibited Uses of Service.  A Purchaser MAY NOTunder any circumstances resell, remarket, or rebrand a Brand’s Voucher Code. Failure to abide by this rule will result in, among other things, permanent removal from the Service and permanent removal from any and all of Brand Bucks’ affiliates and assigns’ services as well.

3.    BRAND DATA & PRIVACY.

    1. Use of Brand’s Data. Unless it receives Brand’s prior written consent, Brand Bucks: (a) shall not access, process, or otherwise use Brand data other than as necessary to operate and facilitate the Service, to provide the Service to Brand Bucks’ members and to improve customer experience for the Service; and (b) shall not intentionally grant any third party access to Brand data, including without limitation other Brands that use the Service, except subcontractors that are subject to a reasonable nondisclosure agreement or confidentiality duties. Notwithstanding the foregoing, Brand Bucks may disclose Brand data as required by applicable law or by proper legal or governmental authority. Brand Bucks shall give Brand prompt notice, if permitted by applicable law, of any such legal or governmental demand and reasonably cooperate with Brand in any effort to seek a protective order or otherwise to contest such required disclosure, at Brand’s expense.

    2. Privacy Policy. The Privacy Policy applies only to the Brand Bucks’ Service and end users who purchase the Brand’s voucher codes, and does not apply to any third-party website or service linked to the Service or recommended or referred to through the Service or by Brand Bucks’ staff, including without limitation, Brand’s websites or an affiliate’s websites.

    3. Risk of Exposure. Brand recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Service, Brand assumes such risks. Brand Bucks offers no representation, warranty, or guarantee that Brand data will not be exposed or disclosed through errors or the actions of third parties.

    4. Data Accuracy. Brand Bucks shall have no responsibility or liability for the accuracy of data uploaded to the Service by Brand, including without limitation Brand data and any other data uploaded by users of the Service.

    5. Data Deletion. Brand Bucks may permanently erase Brand data if Brand’s account is delinquent, suspended, or terminated for 30 days or more.

    6. Excluded Data. Brand represents and warrants that Brand data does not and will not include, and Brand has not and shall not upload or transmit to Brand Bucks’ computers, servers, network or other media, any data that is subject to heightened security requirements as a result of Brand’s internal policies or practices or by law or regulation (examples include but are not limited to the Health Insurance Portability and Accountability Act (HIPAA), the Gramm–Leach–Bliley Act (GLBA), Family Educational Rights and Privacy Act (FERPA), etc. (the "Excluded Data Laws"))(such Brand data collectively, “Excluded Data”). BRAND RECOGNIZES AND AGREES THAT: (a) BRAND BUCKS HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND (b) BRAND BUCKS’ SYSTEMS, INCLUDING THE SERVICE, ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA.

    7. Aggregate and Anonymized Data. Notwithstanding the provisions above of this Section 3, Brand Bucks may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. “Aggregate Data” refers to Brand data with the following removed: personally, identifiable information and the names and addresses of Brand and any of its Users, Affiliates, end users or customers.

4. BRAND’S RESPONSIBILITIES AND RESTRICTIONS.

  1. Acceptable Use. Acceptable Use. Brand, or its affiliates and assigns, may not: (a) use the Brand Bucks’ Service for service bureau or time-sharing purposes or in any other way allow third parties, including Brand’s affiliates, to exploit the Service; (b) provide Brand Bucks’ members’ passwords or other log-in information to any third party; (c) share non-public Service features or content with any third party; (d) use in any way, without Brand Bucks express permission, Brand Bucks’ Trademarks; (e) sell Brand Bucks without our permission; or (f) access the Service in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Service, or to copy any ideas, features, functions or graphics of Brand Bucks. In the event that it suspects any breach of the requirements of this Section 4(a), including without limitation by Brand, its affiliates or assigns, Brand Bucks may suspend Brand’s access to the Service without advanced notice, in addition to such other remedies as Brand Bucks may have. This Agreement does not require that Brand Bucks take any action against Brand or any of its affiliates or assigns, or other third parties for violating this Section or this Agreement, but Brand Bucks is free to take any such action it sees fit.

  2. Unauthorized Access. Brand shall take reasonable steps to prevent unauthorized access to the Service, including without limitation by protecting its passwords and other log-in information. Brand shall notify Brand Bucks immediately of any known or suspected unauthorized use of the Service or breach of its security and shall use best efforts to stop said breach.

  3. Compliance with Laws. In its use of the Service, Brand shall comply with all applicable laws and regulations, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of the Brand’s data.

  4. Users & System Access. Brand is responsible and liable for: (a) Brands’s and any and all of its agents and assigns use of the Service, including without limitation unauthorized conduct and any conduct that would violate the requirements of this Agreement applicable to Brand; and (b) any use of the Service through Brand’s account, whether authorized or unauthorized.

  5. Free Shipping. Brands agree to offer free shipping on all Brand Bucks products redeemed on the Brand’s site.

5.  IP AND FEEDBACK.

    1. IP Rights to the System. Brand Bucks retains all right, title, and interest in and to the Service, including without limitation all software, system software and applications used to provide the Service, including any source code, updates, improvements, enhancements, modifications or derivative works thereof, whether or not patentable, and all inventions, content, graphics, media, user interfaces, logos, and trademarks contained in, displayed, performed or reproduced through the Service. This Agreement is an agreement for services and does not grant Brand any intellectual property license or rights in or to the Service or any of its components. Brand understands and agrees that the Service and its components are protected by copyright and other laws.

    2. Feedback. Brand Bucks has not agreed to and does not agree to treat as confidential any Feedback (as defined below) Brand or Brand Bucks’ members provide to Brand Bucks, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Brand Bucks’ right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Brand or the Brand Bucks member in question. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Brand Bucks’ products or services.)

    3. Limited License. Notwithstanding anything to the contrary contained herein, Brand hereby grants to Brand Bucks a limited royalty-free license and the right during the Term to disclose, use, modify, edit, create derivative works, reproduce and display for Brand Bucks’ training, marketing, advertising, publicity and other business purposes Brand’s information, data and content associated with Brand’s activity on the Service during the Term.

6.  CONFIDENTIAL INFORMATION.  

  1. Confidential Information” refers to the following items Brand Bucks discloses to Brand: (a) any document Brand Bucks marks “Confidential”; (b) any information Brand Bucks orally designates as “Confidential” at the time of disclosure, provided Brand Bucks confirms such designation in writing within seven (7) business days; (c) the Documentation, this Agreement, and any communications between Brand Bucks and Brand in relation to this Agreement, whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information disclosed by Brand Bucks, whether or not marked or designated “Confidential.” Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Brand’s possession at the time of disclosure; (ii) is independently developed by Brand without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Brand’s improper action or inaction; or (iv) is approved for release in writing by Brand.  

  2. Nondisclosure. Brand shall not use Confidential Information for any purpose other than the use of the Service for its ordinary internal business purposes (the “Purpose”). Brand: (a) shall not disclose Confidential Information to any employee or contractor of Brand unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Brand with terms no less restrictive than those of this Article 6; and (b) shall not disclose Confidential Information to any other third party without Brand Bucks’ prior written consent. Without limiting the generality of the foregoing, Brand shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Brand shall promptly notify Brand Bucks of any misuse or misappropriation of Confidential Information that comes to Brand’s attention. Notwithstanding the foregoing, Brand may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Brand shall give Brand Bucks prompt notice of any such legal or governmental demand and reasonably cooperate with Brand Bucks in any effort to seek a protective order or otherwise to contest such required disclosure, at Brand Bucks’ expense.

  3. Injunction. Brand agrees that breach of this Article 6 would cause Brand Bucks irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Brand Bucks will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.

  4. Termination & Return. With respect to each item of Confidential Information, the obligations of Section 6(b) above (Nondisclosure) will terminate five (5) years after the date of disclosure. Upon termination of this Agreement, Brand shall return all copies of Confidential Information to Brand Bucks or certify, in writing, the destruction thereof.

  5. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Brand Bucks will retain all right, title, and interest in and to all Confidential Information.

7. REPRESENTATIONS & WARRANTIES.  

  1. From Brand Bucks. Brand Bucks represents and warrants that it is the owner of the Service and of each and every component thereof, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. Brand Bucks’ representations and warranties in the preceding sentence do not apply to use of the Service in combination with hardware or software not provided by Brand Bucks. In the event of a breach of the warranty in this Section 7(a), Brand Bucks, at its own option and expense, will promptly take the following actions: (a) secure for Brand the right to continue using the Service; and (b) replace or modify the Service to make it non-infringing. In conjunction with Brand’s right to terminate for breach where applicable, the preceding sentence states Brand Bucks’ sole obligation and liability, and Brand’s sole remedy, for breach of the warranty in this Section 7(a) and for potential or actual intellectual property infringement by the Service.

From Brand. Brand represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Service; (c) and it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.

Warranty Disclaimers. Except as provided in Section 7(a) above, BRAND ACCEPTS THE SERVICE “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) BRAND BUCKS HAS NO OBLIGATION TO INDEMNIFY OR DEFEND BRAND OR BRAND BUCKS’ MEMBERS WHO PURCHASE BRASND’S VOUCHER CODES AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) BRAND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) BRAND BUCKS DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT BRAND DATA WILL REMAIN PRIVATE OR SECURE.

8. INDEMNIFICATION.

Brand shall defend, indemnify, and hold harmless Brand Bucks and each of the Brand Bucks Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Brand's alleged or actual use of, misuse of, or failure to use the Service, including without limitation: (a) claims by Brand Bucks members who purchase products and/or services from Brand, or by Brand's employees, as well as by Brand’s own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Brand data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Service through Brand’s account, including without limitation by Brand Data; and (d) claims that use of the Service through Brand’s Brand Bucks landing page or website harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to Brand Bucks’ negligence. Brand’s obligations set forth in this Section 8 include retention and payment of attorneys and payment of court costs, as well as settlement at Brand’s expense and payment of judgments. Brand Bucks will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “Brand Bucks Associates” are Brand Bucks’ founder, officers, directors, shareholders, parents, subsidiaries, agents, representatives, advisors, successors, and assigns.)

Dollar Cap. BRAND BUCKS’ LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF THE BRAND VOUCHER CODE DISCOUNTS ACTUALLY PAID BY BRAND TO BRAND BUCKS IN A PERIOD OF TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH BRAND PRESENTS A CLAIM TO BRAND BUCKS WITH RESPECT TO BRAND BUCKS’ BREACH OF BRAND BUCKS’ OBLIGATIONS UNDER THIS AGREEMENT.

Exclusion of Consequential Damages. IN NO EVENT WILL BRAND BUCKS BE LIABLE TO BRAND FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS SECTION 9 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF BRAND BUCKS IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF BRAND’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 9, Brand Bucks’ liability will be limited to the maximum extent permissible. For the avoidance of doubt, Brand Bucks’ liability limits and other rights set forth in this Article 9 apply likewise to Brand Bucks’ affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, advisors and other representatives.

9. TERM AND TERMINATION.

Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and continue until Brand Bucks and/or Brand decide to terminate this Agreement upon receipt by written notice to one or the other party.

Termination for Cause. Either party may terminate this Agreement if the other party: (i) fails to cure any material breach; (ii) Brand ceases operation and/or refuses to create Brand Voucher Codes for Brand’s products and/or services; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter). Brand Bucks may disable Brand’s ability to link or have any access whatsoever to the Service effective immediately in its sole discretion.

Effects of Termination. Upon termination of this Agreement, Brand Bucks shall discontinue Brand’s access to the Service and Brand Bucks members and Brand shall cease all use of the Service and any attempts to contact Brand Bucks members and shall promptly delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Brand to honor previously purchased voucher codes sold by Brand Bucks (unless the termination is by Brand for cause); (b) Sections 5 (IP & Feedback), 6 (Confidential Information), 7(c) (Warranty Disclaimers), 8 (Indemnification), 9 (Limitation of Liability) and 11 (Publicity); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

10. PUBLICITY.

In further consideration of the rights granted hereunder to Brand, Brand agrees to permit Brand Bucks--and any and all of Brand Bucks’ affiliates--to use Brand’s name and trademarks and service marks to identify Brand as a Brand Bucks Brand on the Site, in Brand Bucks’ marketing materials and in other sales and marketing activities, provided that Brand does not notify Brand Bucks in writing of its revocation of such permission. Brand agrees to cooperate with Brand Bucks in reasonable publicity efforts involving the Brand Bucks, such as, for example, media releases and marketing materials in accordance with Brand Bucks' reasonable request.

Brand does not have permission from Brand Bucks to use its, or its affiliate’s name and/or trademarks and service marks for any reason whatsoever, unless granted in writing by a Brand Bucks representative.

11. MISCELLANEOUS.

    1. Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that no Brand Bucks employee or contractor will be an employee of Brand.

    2. Notices. Brand Bucks may send notices pursuant to this Agreement to Brand’s email contact points provided by Brand, and such notices will be deemed received 24 hours after they are sent. Brand may send notices pursuant to this Agreement to Brand Bucks, and such notices will be deemed received 72 hours after they are sent in writing and if delivered personally, mailed via registered or certified mail (return receipt requested and postage prepaid), given by facsimile (confirmed by certification of receipt) or sent by courier (confirmed by receipt) addressed to Brand Bucks, LLC, 7150 East Camelback Road, Suite 444, Scottsdale, AZ 85251.

    3. Force Majeure. No delay, failure, or default, other than a failure to honor the Brand’s Voucher Codes to the Purchaser will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.

    4. Assignment & Successors. Brand may not assign this Agreement or any of its rights or obligations hereunder without Brand Bucks’ express written consent. Except to the extent forbidden in this Section 12(d), this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

    5. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

    6. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

    7. Choice of Law & Jurisdiction This Agreement will be governed solely by the internal laws of the State of Arizona, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties’ consent to the personal and exclusive jurisdiction of the federal and state courts of the Maricopa County, Arizona.

    8. Conflicts. In the event of any conflict between this Agreement and any Brand Bucks policy posted online, including without limitation the Privacy Policy, the terms of this Agreement will govern.

    9. Headings. The section headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

    10. Technology Export. Brand shall not: (a) permit any third party to access or use the Service in violation of any U.S. law or regulation; or (b) export any software provided by Brand Bucks or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Brand shall not permit any third party to access or use the Service in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria).

    11. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

    12. Amendment. Brand Bucks may amend this Agreement from time to time by posting an amended version at its Website and, solely with respect to Brands, sending Brand written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Brand first gives Brand Bucks written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Brand’s next Term following the Proposed Amendment Date (unless Brand first terminates this Agreement pursuant to Section 10, Term & Termination). Brand’s continued use of the Brand Bucks Platform following the effective date of an amendment will confirm Brand’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 12. Brand Bucks may revise the Privacy Policy and any other Brand Bucks policy at any time by posting a new version of either at the Website, and such new version will become effective on the date it is posted.

    13. Acceptance. BRAND ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS. THE PERSON ACCEPTING THIS AGREEMENT ON BRAND’S BEHALF THROUGH BRAND BUCKS’ ONLINE REGISTRATION PROCESS OR BY MEANS OF A BRAND ORDER REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND BRAND TO THESE TERMS AND CONDITIONS. Brand further acknowledges that this Agreement does not have to be signed in order to be binding. Brand will have indicated its assent to the terms of the Agreement by clicking on the "I Agree" (or similar button) that is presented to Brand at the time of its opening of an online account with Brand Bucks and on boarding to the Brand Bucks Platform through Brand Bucks’ online registration process on the Website.

12. RISK OF REVERSALS, CHARGEBACKS AND CLAIMS

  1. Brand is responsible for all risks associated with reversals, chargebacks and/or claims made by Brand Bucks members who purchase Brand’s products and/or services through the Service. This means that, in addition to any other liability, Brand is responsible for the amount of the payment, plus applicable fees if Brand loses a claim or a chargeback, or if there is a reversal of the payment. If a sender of a payment later disputes the payment or files a claim for a chargeback, the debit or credit card issuer or the originating bank, not Brand Bucks, will determine whether the dispute is valid and to whom payment is due. Brand agrees to allow Brand Bucks to recover any amounts due to Brand Bucks by debiting Brand’s balance. If there are insufficient funds in Brand’s balance to cover its liability, Brand agrees to reimburse Brand Bucks through other means. If Brand Bucks is unable to recover the funds from Brand, Brand Bucks may attempt to contact Brand, or may take other legal actions to collect the amount due, to the extent allowed by applicable law.

I AGREE