Terms of Use

Terms of Use

The following represents the Terms of Use and Service for the Brandvocat website, service and all provisions made by Brandvocat to its Users and Brands as defined herein (collectively, the “Terms of Use”). The Terms of Use incorporates expressly and via reference all provisions and terms of the Brandvocat Privacy Policy (as may be found on our website: www.brandvocat.com). Some sections of the Terms of Use may be subject to change from time to time, particularly as Brandvocat moves from its Public Beta phase to full commercial service; accordingly please note that you are responsible for reviewing the Terms of Use from time to time as any use of or accessing of the Brandvocat website or service in any fashion will constitute assent to the Terms of Use. THANK YOU FOR USING BRANDVOCAT!
DEFINITIONS
Brandvocat:
Brandvocat is the legal entity “Crowd Computing Incorporated,” a California Corporation having its principal place of business at 465 North Wolfe Road, Sunnyvale, CA 94085 (hereinafter “Brandvocat” and/or “We”/”Us”/”Our). Brandvocat is the entirety of all software and hardware comprising the Brandvocat System as embodied through the Brandvocat Website and all directly derived services including all data and code; Brandvocat is also the commercial and service entity presented via the Brandvocat Website and operating via the Brandvocat System and in any other fashion directed, authorized and/or presented expressly and exclusively by Brandvocat. Brandvocat includes all personnel employed by the same commercial and service entity, including all its Directors and Officers, and/or any subsidiary (not including “Brands” as defined herein).
Brandvocat System:
The Brandvocat System (the “System” or the “Brandvocat System”) includes the source code (human readable), the object code (machine readable), any other contributing/supporting code, underlying value expressions, applications and other general software and hardware components, which taken together, enable the website based service of Brandvocat and all components of the Brandvocat Website to function in its discreet and its combine parts, and to work as a whole, providing among other things the services offered to Users and Brands, those services contracted for by Brands and other basic elements such as Brandvocat’s Asymmetrical Reward Program, data collection, storage and analysis, payment processing, notifications, interface presentation and maintenance, etc.
Brandvocat Website:
The Brandvocat Website, located at www.brandvocat.com (the “Website,” the “Site,” or the “Brandvocat Website”) includes User and Brand accessible and readable elements of the Brandvocat System and provides the basic presentation of the System to Users and Brands, including elements for User and Brand account information, certain amounts of publically viewable information, private information stored and processed solely by Brandvocat, and other informational and supporting software and online elements including these Terms of Use and other information for Users and Brands.
Asymmetrical Rewarding:
Asymmetrical Rewarding may generally be characterized as the software-based and online component-based program/system/method by which Brandvocat facilitates the functional elements of its primary services offered. The novel method of Asymmetrical Rewarding includes various computational, algorithmic and data recording and processing functions whereby unique performance scores may be determined for each and every specific participating User in a given Challenge and corresponding Badges and Rewards may be assigned. A variety of indicators may be processed in any particular implementation of Asymmetrical Rewarding, including indicators derived from time signatures and frequency. Asymmetrical Rewarding is the result of invention by specific Brandvocat person and is subject to various intellectual properties.
User:
A User (“User” and/or “you”) is/are a party that has registered basic information within the Brandvocat System, or has otherwise accessed any portion of the Brandvocat Website thereby allowing access to the website based services of Brandvocat, including but not limited to creation of a User Account, participation in Challenges, enjoyment of the features and results of Asymmetrical Rewarding, and provision of various data regarding your performance in Challenges. All Users are subject to generally applying terms and conditions under these Terms of Use, however in certain cases there are terms and provisions contained herein which shall only apply to Users who have registered with Brandvocat as an account holding User or for any sort of usage-trial or public or private test; this latter class of Users shall be referred to/designated throughout as “Registered Users,” and any section of this Terms of Use applying exclusively to Registered Users shall be notated as such. Additionally various terms and conditions which are specific to Users generally (Registered or Otherwise), shall be treated under PART I of these Terms of Use, which is entitled “Terms and Conditions for Users,” and all references to the word “you” shall mean ‘You the User’ under that Part.
Brand:
A Brand (“Brand” and/or “you”) is any particular representation of a specific business entity, group of entities, or person, which through separate and predetermined contractual provisions and permissions, has gained access and use allowance to the Brandvocat Website and System to offer and sponsor a particular Challenge or various Challenges (an act which may also be referred to as a “Campaign”). All Brands are account holding entities with Brandvocat and pay Brandvocat for account and Challenge activity on a contract basis. As discussed herein, Brands also always remain independent and distinct entities from Brandvocat and are largely responsible to both Users and third parties for the terms and conditions set forth in their own specific Challenges as facilitated through Brandvocat. Brands are generally subject to all applicable terms and conditions enumerated in these Terms of Use; however various terms and conditions hereunder apply exclusively to Brands and will be treated and notated as such by inclusion under PART II of these Terms of Use, which is entitled “Terms and Conditions for Brands,” and all references to the word “you” shall mean ‘You the Brand’ under that Part.
Challenge:
A Challenge may be characterized as a particular marketing and/or promotional campaign that is conceived and constructed by a Brand with assistance and facilitation from Brandvocat. Every Challenge will utilize the Brandvocat System, Website and Asymmetrical Rewarding; however responsibility for determining the rules/framework of any given Challenge and honoring the offered rewards associated with the same shall be exclusively that of the Brand(s) participating in and conceiving that particular Challenge. Such will be the same for any and all Challenges facilitated by Brandvocat, both by virtue of the terms and conditions set forth herein and by specific contract with any concerned Brand. One example embodiment of a Challenge may include User submission of certain digital content designed by a Brand for shared publicizing and/or advertising purposes (offered prizes/discounts and service/product descriptions), accompanied by a predetermined run-time for such sharing (typically 2-15 days) and User performance determination via Asymmetrical Rewarding. Challenges will include the generation of Badges and Rewards, with Rewards typically including coupons, discounts, giveaways and promotions.
Badges:
A Badge is a User-readable and redeemable expression of a certain level of reward entitlement from a participating Brand in any particular Challenge. Badges reflect User performance in a particular Challenge as determined by Asymmetrical Rewarding and are typically issued in accordance with certain levels of performance. Badges may be viewed by any Registered User as well as by Brands participating in the related Challenge. In all cases Badges will be presented to Users in a particular User’s account page where accessible challenge data shall be recorded and made available. In each and every case the ultimate redemption of a Badge is exclusively the responsibility of the User.
Rewards/Awards:
A Reward or Award is any prize derived from a Challenge as provided by a participating Brand to participating Registered Users. Rewards may generally be redeemed by the presentation of a Badge by a winning User to the sponsoring Brand. Rewards may vary in their form but shall generally all be indicative of some award and the details of which (including Brand conceived and enforced restrictions upon such) shall be set forth in the rules posted for any particular Challenge on the Brandvocat website as viewable by Registered Users. Rewards offered are determined and ultimately and only guaranteed by the sponsoring Brand.
User Account:
A User Account will be a discreet page of the Brandvocat website supported by various software components and accessible by and assigned to each and every specific Registered User. A User Account will contain a human-readable archive of data records of that User’s participation in all Challenges during the lifetime of that User’s Account, a profile of the User, as well as a record Badges earned and redeemed by and through that User’s Account and may also include additional sections such as a comments page, a click-through to email Brandvocat administration for technical assistance, and links to certain advertisements or external websites of Brands working in some fashion with Brandvocat. At all times it is understood and accepted by Users that a User Account and the associated User Account Page is solely the property of Brandvocat and may be updated, adjusted or suspended accordingly.
Brand Account:
A Brand Account will be a discreet page of the Brandvocat website supported by various software components and accessible by and assigned to each and every specific Brand who contracts with Brandvocat to provide a Challenge(s). A Brand Account will contain a human-readable archive the data records of the Challenges conceived and provided by that Brand including completed Challenges, a profile of the Brand, data reports on User participation, redemption statistics, a click-through to email Brandvocat administration for technical assistance, and in some cases a click-through option for payment to Brandvocat upon the terms of a particular contract. At all times it is understood and accepted by Brands that a Brand Account and the associated Brand Account Page is solely the property of Brandvocat and may be updated, adjusted or suspended accordingly (including a non-exclusive license to present Brand trademarks for referential, internal or promotional purposes).
User Intellectual Property:
User Intellectual Property is any and all intellectual property rightfully submitted, offered, presented, given or otherwise made available by any User, registered or not, and/or any person or entity otherwise accessing the Brandvocat System and/or Website on a Registered User Account or as a general member of the public, to Brandvocat in any form or by any means. Without limitation, User Intellectual Property may be considered any copyright, trademark, service mark, trade dress, logo, trade secret, patent, industrial design, enforceable moral right, right of publicity, or any right claimable under the United States Copyright Act, the Berne Convention, the Lanham Act, the Madrid Convention, the United States Patent Act and/or the Patent Cooperation Treaty.
Brand Intellectual Property:
Brand Intellectual Property may be defined distinctly via contract, but otherwise shall generally be considered any trademark/service mark, trade dress or logo, or copyright rightfully held or claimable by any particular Brand and submitted by such Brand or its agents in any form or fashion to Brandvocat.
PART I.
Terms and Conditions for Users
1. User Accounts
1.1 Account Establishment
When you visit the Brandvocat Website there will be various clickable prompts that will lead you to an account setup page. Absent the formation of a User Account, the access which you may have to the Brandvocat Website and System will be considerably limited. When you follow a prompt to an account creation page, you will be presented with a series of information fields. The completion of certain fields will be mandatory to account creation and will be notated as such, some other fields may be voluntary but all newly registering Users will be encouraged to fill out optional fields as well, since doing so may help us optimize your experience as a Registered User. Upon the filling out of all required information fields, you will be prompted to review these Terms of Use and you will be required via a click-through prompt to certify that you have read, understood and agreed to them. You will also be required to certify that you are of legal age to utilize the Brandvocat System.
1.2 Usernames and Passwords
When you indicate via click-through that you agree to these Terms and Conditions and are prepared to become a Registered User, you will be prompted to create a Username and Password. Specific requirements for the length and content of allowable Usernames and Passwords will be indicated to you within the prompt. Your Username and Password will allow you to access your account and to view and utilize its various features and as well as the various portions of the Brandvocat Website which is accessible only to Registered Users, including all Challenges and data reports. Your Username and Password should also be kept secret and secure at all times, not only for your own privacy and safety, but because you are responsible for the activity of your account; if you let a friend use your account and some violation of these Terms of Service occurs, Brandvocat will still treat and consider you (the Registered User and Account Holder) to be responsible.
1.3 Emails
The email which you provide to us upon account registration must be accurate so we will only activate your account upon your click-through confirmation derived from an initial email that we will send to you. It is very important for you to provide an accurate email and to keep your account email information updated because important Challenge related notifications deriving from any Challenge in which you participate may be sent to your email including alerts regarding the start and stop of a Challenge and prompts regarding Challenge participation. All such information will also be maintained in a real-time fashion on the Brandvocat Website and particular Challenge webpage (which will be your primary source of Challenge information as email notification is a courtesy and is never guaranteed). Upon your account creation You will also be prompted to choose various email notification options (such as other updates or offers from Brandvocat or its contracting Brands); you may manage these same settings from your account settings page at most times as well, but in no case may automatic updates pertaining to a specific active Challenge in which you have chosen to participate be turned off.
1.4 User and Account Information
Information produced on your account which is derived from your participation in Challenges will be viewable by you as well as by other participating Users upon the completion of any particular Challenge and thereafter, and by any Brand viewing data or information derived from a Challenge which it has sponsored. However, personal and/or sensitive information related to your actual account will never be viewable by anyone other than you and a limited number of authorized Brandvocat personnel. For detailed information concerning User privacy and personal User information, please refer to our Privacy Policy which may be found at www.brandvocat.com.
1.5 Account Access
We strive at all times to ensure that our Website and System and your account access is maintained and operational 24 hours a day, seven days a week. However in some cases account access may become temporarily interrupted. In any case where such interruption is predictable we will make every reasonable attempt to provide you with advanced notification so that you may plan your Challenge participation accordingly. In an event where we anticipate any sort of widespread interruption to accounts, we will also make every reasonable attempt to not provide facilitation of Challenges during that period and we will work with any concerned Brands to reschedule previously arranged and upcoming Challenges where necessary. In any event that access to your account or its functionality is unexpectedly interrupted and you are concerned that we are not aware of the interruption we invite you to email us at SUPPORT@BRANDVOCAT.COM. Regardless of the aforementioned, please note that account access is not a right, it is a privilege and in all cases we reserve the right to suspend your account in the event of any breach of these Terms of Use by you or some other violation or instance of abusive behavior. We also never guarantee the results or functionality of a Challenge in so far as account access is concerned. If your participation and/or results from a Challenge is effected by some interruption to your account access or functionality and you reasonably believe the problem is one within our control you may contact the above disclosed support email and request assistance; we will always work with you to try and come up with a solution to a bona fide problem, but we will never guarantee the adjustment or fixing of any results of any Challenge and we expressly disclaim any and all liability which may be asserted due to the interruption of Challenge participation from a lack of account access or functionality. User accounts and the general Brandvocat System and Website may currently be accessed and utilized on most desktop and laptop computers and most systems including Apple ® platforms such as the iPad® and most current or recent versions of Microsoft Windows®. The Brandvocat System does not function and may not be accessed on mobile devices at this time.
1.6 Account Age Restriction
To become a Registered User of Brandvocat you are required to be at least 14 (fourteen) years of age. Upon filling out the requisite information fields for account registration, you will be prompted to input your date of birth; this date must accurately reflect that you are of legal age to access and utilize the Brandvocat System. Contrary use shall be treated as breach of these Terms of Use.
1.7 Account Suspension/Termination
We reserve the right to suspend your access to your account and/or to terminate your account at any time, even during the middle of your participation in a Challenge, for any reason, including any actual or suspected violation of any portion of these Terms of Use. Your account is provided to you by us without any rights of ownership, as such all its content and all its information (with the exception of your personal information and the original form of your intellectual properties) is and shall remain the exclusive property of Brandvocat at all times. In the event that your account is suspended by us, with or without cause, we will notify you of the nature of and reason for the suspension within a period of no less than 72 (seventy two) business day hours. During account suspension, we will review the situation and will determine if it is appropriate to lift the suspension, maintain the suspension for a certain period of time, and/or take other action which may include account termination. In all reasonable cases we will try to afford you an opportunity to provide reasons as to why your account suspension should be reduced or not subjected to termination. However, ultimately the continued status and accessibility of your account is and shall remain within our sole discretion. Any materials existing on or within your account shall not be returned to you upon account termination or cancellation. Actions by you which may subject your account to suspension and/or termination include but are not necessarily limited to:
  • - Provision of false account registration information
  • - Submission by You of any material which violates the proprietary rights of any other party
  • - Submission by You of any material which is lewd, racist or otherwise discriminatory or offensive
  • - Submission by You of any material or comments which is abusive to any other User
  • - Submission by You of any slanderous or defamatory material or comments regarding any Brand
  • - Any attempt by You to breach any software or hard security element of Brandvocat
  • - Any attempt by You to circumvent the rules of any Challenge
  • - Any submission by You of knowingly false or misleading information regarding a Challenge performance, either by You or by another User
  • - Any false reporting by You of a failure on the part of any Brand to provide a redemption
  • - Repeated and unsubstantiated disputes by You as to the fairness or accuracy of the System
  • - Any other violation of these Terms of Use
1.8 Account Cancellation
Users are free to cancel their account with Brandvocat at any time. A click-through option for cancellation will be provided to Users on a tab located in their account settings/management page. Upon your selection to cancel your account, you will be prompted via a popup window to confirm cancellation and you will receive an email when cancellation occurs. Cancellation will have the effect of discontinuing notifications which you would otherwise receive as a Registered User and will have the additional effect of removing your profile from the Brandvocat Website after a period of no more than 90 days, prior to which time your profile may be listed as inactive and during which time we will maintain a record of your Badges and data which may be restored to your account upon reactivation. Additionally, any and all content submissions by you and/or data generated by your utilization of the Brandvocat System shall be retained by Brandvocat for its own purposes for a period of no less than 1 (one) year. In the event that we have received a license to any content comprising intellectual property submitted by you (as discussed below), this license shall endure despite your account cancellation. Any loss of any Challenge or redemption opportunity via your cancellation of your account is not the responsibility of Brandvocat.
2. User Challenge Participation
Only Registered Users may participate in Challenges, for the purpose of this section “User” means “Registered User.”
2.1 Access and Allowance
As a User, you may view all currently available Challenges on the Brandvocat Website as well as certain amounts of archived information regarding previously run Challenges; this will help you decide which Challenges you wish to participate in. Generally speaking you are free to participate in any Challenge at any time; however in some cases the rules of a Challenge may prohibit your participation, if for example there is a time-cut off for signups prior to the commencement of the Challenge that you do not meet, or if the Brand sponsoring the Challenge prohibits a certain amount of Challenge participations and/or redemptions within a specific time period and your activity is currently in excess of that limit. Any such imposed restrictions will be clearly stated whenever practical on the concerned rules page for each particular Challenge. Otherwise the only reason you may be unable to participate in a Challenge is if your account is subject to suspension/termination/cancellation.
2.2 Commencement and Participation
Once you choose a Challenge or Challenges (you may participate in multiple Challenges at any time so long as there is no rules conflict/restriction), you may use a click-through function provided on the page of that particular Challenge to sign up. Upon your click-through to sign up you may be prompted to confirm that you have read, understood and are agreeing to applicable terms and conditions of that particular Challenge and any associated redemptions, as well as any and all rules of the Challenge. In certain cases you may also be required to click-through an age certification presented in an additional popup window as some of the Challenges that we facilitate will be age restricted (such as Challenges sponsored by Alcohol Brands or Casinos).

In all cases when you click-through to sign up and commence participation in a particular Challenge, you are representing and warranting that you understand the parameters and nature of participation in that Challenge and that you are physically and otherwise technically able to take part in such Challenge, can submit proof of your participation/satisfaction of its requirements and are eligible to receive any prospective redemptions. In all cases the manner of recording and submitting proof of performance and/or actions meeting the Challenge criteria will be explained in the rules specific to any Challenge on that Challenge page, as will the time frame for completing and/or performing actions required and/or allowed by the Challenge. In every case it is solely your responsibility to ensure such proof or submission of required/allowed Challenge activities that you undertake and to timely execute any additional needed actions to secure redemption(s).
2.3 System Receipt of User Challenge Activities
While we make every reasonable effort to work with our contracting Brands to make sure the content or other information they provide for a given Challenge is available and functional during that Challenge, Brandvocat is never responsible for such availability or functionality and is never responsible for making certain you are able to meet the requirements of Challenge participation or submission of proof of Challenge performance by you. We expressly disclaim any liability which may be asserted to the contrary. In the event that you reasonably believe some technical error or problem with the Brandvocat System has rendered it impossible for you to submit the required proof of performance in a Challenge or to access or submit necessary Challenge content, you may email us at: SUPPORT@BRANDVOCAT.COM and we may investigate and attempt to determine a resolution; however in no event to do we assume responsibility or guarantee that any asserted deficiency in your Challenge performance or User experience, Challenge results, or opportunity to claim or receive any redemption of any kind will be remedied by us or by the fixing of a technical error within the Brandvocat system, even if and when one does exist.
3. User Content Submissions
For the purposes of this section “Intellectual Property” shall mean “User Intellectual Property,” unless designated as otherwise.
3.1 Generally
Content submitted by you to our System may include content and/or evidence of your performance in a particular Challenge as well as other content such as emails, forum postings, and/or material to personalize your account page. Upon your submission of any content, you represent and warrant that such content will be in the form and fashion and of the nature necessary to satisfy the requirements of any particular Challenge and/or the purpose(s) that you are intending such submission. In all cases you understand and accept that we do not guarantee that our System will be able to receive, maintain, record, and/or implement such content in the fashion for which its submission is intended by you.
3.2 Ownership and Responsibility
When you submit content to our Website and/or System, you are agreeing to give us a general nonexclusive license to use that content for a variety of purposes including but not limited to our own promotion and advertising of Brandvocat, our conveyance of our relationship with you, and a variety of internal purposes. With the exception of User Intellectual Property, there are many cases in which we will treat the actual copies (not unsubmitted originals) of any material you submit as though we own it. So in the case of a submitted picture, an email, a forum post, or any performance data, we will retain any and all physical copies at our discretion and you will not be entitled to any sort of return by us or storage by us on your behalf. While we enjoy the rights flowing from ownership of such content, in all cases we expressly disclaim any associated responsibilities/liabilities from the same, particularly if you were not authorized to submit such content to us, in which case you will be in breach of these Terms of Use and subject to indemnification of us.
3.3 User Intellectual Property
If and whenever you submit any content to us that is or may be construed as intellectual property, you represent and warrant to us without any exceptions that you own and are otherwise authorized to submit, use, and license such content without limitation; any violation of this representation and warranty by you shall constitute a violation of these Terms of Use and subject you to indemnification of us, as well as potential account suspension and/or termination among other provisions, as discussed herein. When you submit intellectual property to us (including any visual content comprised of or containing a picture of yourself), you grant us a nonexclusive license to use that content for any and all of our own internal purposes and/or for purposes of advertising, promotion, data production/collection, and data processing/presentation, without limitation. However, we will not sell or sublicense your intellectual property (we may sell or sublicense original material derived or synthesized from such content, particularly data: raw, processed or otherwise). Our nonexclusive license to your intellectual property shall endure for the duration of the existence of your account with us and shall otherwise continue in force for the duration of the existence of the intellectual property right(s) in question, even if and after your account is cancelled, suspended or terminated or the concerned intellectual property or properties is otherwise assigned by you.
4. User Data Access
4.1 Permissions
A significant portion of the Brandvocat System and our service is supported by and relies upon various forms of data. Much of this data is of considerable value because it informs those viewing it about the effectiveness of User performance(s) in Challenges and associable Brand engagement. Because a primary goal of Brandvocat is to encourage Users and Brands alike to readily and frequently participate in and sponsor Challenges, it is generally our policy to make substantial amounts of the data we collect and process available to you as an inherent benefit of membership as a Registered User, such that you may learn from your performance(s) in past and Challenges. Accordingly we grant and will generally provide you with the following accesses and permissions via our Website and your account page:
  • - A visually available (but not downloadable) record of raw data generated by your participation in a Challenge upon its completion
  • - A visually available (but not downloadable) record of processed data resulting from your participation in a Challenge upon its completion
  • - A not downloadable archived record of raw and processed data generated by and resulting from your participation in past Challenges up to a period of as much as 3 (three) years when feasible
  • - A visually available (but not downloadable) record of raw data generated by the participation of other Users in a Challenge in which you have participated in upon its completion
  • - A visually available (but not downloadable) record of processed data resulting from the participation of other Users in a Challenge in which you have participated in upon its completion
  • - A not downloadable archived record of raw and processed data generated by and resulting from the participation of other Users past Challenges in which you have also participated in, up to a period of as much as 3 (three) years when feasible
  • - At our total discretion, a not downloadable statistical analysis/presentation of any of the above
4.2 Restrictions
Data collected, generated, processed or otherwise existing within the Brandvocat System belongs exclusively to us, regardless of its form or source (except for original unsubmitted User or Brand Intellectual Property). Since our data is proprietary, you may not access it in a fashion that we have not expressly permitted and you may not use it any fashion which we have expressly or implicitly forbidden. Accordingly, you may not download data from our System or Website (except as may be required to allow the basic functionality of your account and your participation in Challenges) even if you have otherwise been granted permission to view such data, as discussed immediately above. In no case may you sell or sublicense any data existing on our site which is not owned by you. Any violation of this policy by you will be a violation of these Terms of Use and may subject you to account suspension and/or termination, as well as subject you to indemnification of us, as discussed herein. Furthermore, please note that your access to and/or use of any of data existing in or on our System and/or Website is not guaranteed by us at any time.
PART II
Terms and Conditions for Brands
5. Working with Brandvocat
As a Brand, when you work with us, it is our number one goal to make your experience as productive and profitable as possible. For this reason among others, a substantial portion of our relationship(s) with you shall be governed by independently determined contract(s) specific to such relationship(s). So while all of the terms and conditions contained herein apply to and are incorporated expressly and via reference into any contract established with you, we have kept this, PART II, down to the bare basics.
6. Brand Account Specifics
6.1 Provision
When you contract with us, we will provide you with your own Brand Account, which will be intended to be accessible by you and/or any of your authorized personnel. We will assist you in the creation of this account if we can, and we are generally willing to setup the account for you and simply email you the necessary account access information and usage instructions if you so desire. Your account will require the submission of a working and current email address for communications between us. Your account will also require a username and password for your access. You may create this yourself if you wish to, and follow the prompts provided on our Website to confirm the submitted information, or you may have us provide one for you. Any information contained within your account which may be viewed as personal/private/sensitive information will be treated under our Privacy Policy.
6.2 Access
While we cannot and will not guarantee your unrestricted and unfettered access to your account and complete functionality of your account as intended at all times, and we do expressly disclaim any responsibility and/or liability for doing otherwise, we will try our best to ensure that you can use and access all the features of your account whenever you need to.
6.3 Features
In addition to the basic features of your account that will allow you to access and view your current profile and submit content to it, as well as view data to which we permit you access, your account will include tabs with a clickable function that allow you to create/design and manage Challenges, and which in some cases may allow you to render direct payments to us where our contract with you generally, or regarding a specific campaign, allows for such.
  • - Regarding payment please do note that if and when our contract does call for payment by you to us for the service(s) we are providing, our default practice will be to send you an invoice on a monthly basis where payment shall be due to us with 15 days’ time of sending. Please also note that in any event that we do provide and/or activate any form of payment feature on your account, our doing so does not mean that this is the exclusive manner in which you may or must render payment to us and will never constitute a justification for late or non-payment by virtue of a lack of account accessibility and/or functionality.
6.4 Account Suspension/Termination
So long as any contract for use of our System is in force between us and you, we do grant you limited rights to have and maintain an account. Therefore during an active Challenge period that you are sponsoring we will not suspend or terminate your account unless doing so is out of necessity or legal requirement, or is due to some violation of these Terms of Use by you (which will constitute a violation of any concerned contract between us as well). Regardless of the aforementioned, it is not the policy or practice of Brandvocat to engage in any sort of retaliatory action including account suspension and/or termination if a bona fide dispute should arise between us. In any case that we do suspend your account we will notify you and if we do not intend to restore its functionality and/or your access within a relatively prompt period of time and/or we are reviewing your account status as potentially subject to termination, we will notify you and afford you an opportunity to respond. Please also note that account suspension/termination during a Challenge does not relieve you from your responsibility to honor the Badges and according Rewards earned by Users.
6.5 Account Cancellation
So long as we have an active and in-force contract with you, we do not generally allow account cancellation. Likewise we do not allow account cancellation during the course of any Challenge which you are sponsoring. If some dispute arises between us that results in formal legal action and/or our contract becomes breached or null and void, we may allow the cancellation of your account, but in any case we reserve and shall maintain the right to continue to record/collect, process and/or use any data resulting from any of your previous account activity, as well as continue to use and display copies of content which you have already submitted including your Brand Intellectual Property such as trademarks, so long as such display does not inaccurately present or convey our current relationship with you (for example even after your account is cancelled we may display a copy of your logo on an archived page providing information on a completed Challenge which you previously sponsored). Please also note that account cancellation during a Challenge does not relieve your from your responsibility to honor the Badges and according Rewards earned by Users.
7. Challenge Creation and Management
7.1 Generally
On your main Brand Account Page, there will be a clickable tab that provides you with access to a secondary page, from which you can view, create and manage Challenges. The functionality of this page will vary from time to time. In many cases we will work closely with you to conceive and implement the features and parameters of a particular Challenge which you intend to sponsor, so a substantial amount of the Challenge creation and management process may be determined and implemented independently of this feature of your Brand Account Page. However you will generally have access and functionality on your Challenge creation and management page which allows you to post notifications to Users before, during and after the Challenge, as well as submit content needed for the functionality of the Challenge.
7.2 Restrictions
While we generally grant you a significant amount of freedom to conceive the details, rules and criteria for implementing your Challenge(s), all of the same is generally subject to our approval, as we consistently work to ensure that conceived Challenges are within the current capability of our System and the spirit of Brandvocat generally. Please note that if you implement a Challenge or submit content in violation of these Terms of Use, our facilitation of such (and even our approval) does not constitute any sort of legal assumption of responsibility, any waiver of rights, or any liability on our part. For example, if you create a Challenge which has participation rules that are outside the general parameters of what our System is currently capable of or intended to facilitate, and we are unable to run the Challenge properly, we are not liable to you or to any Users, but you may be. Similarly, if you submit content or conceive a Challenge that is offensive or displays some form of intellectual property that does not belong to you, and in our review/approval process we simply happen to overlook the violation or rely upon false information, we are not liable to you, to our Users and/or any third parties, but you may be. Please also note that you are restricted from implementing any changes to Challenge parameters and/or rules once a Challenge as commenced.
8. Redemption
Whenever you create a Challenge and authorize us to implement and facilitate it, you represent and warrant that you have provided us with all restrictions applicable to User participation and redemption of Badges/Awards for inclusion in the User-viewable rules of your Challenge. You further represent and warrant that you are able, and reasonably anticipate that you will remain able, to honor all resulting User claims for redemption of your offered Rewards provided such claims are made in accordance with the rules of your Challenge. Please note that you are solely responsible for satisfying redemption of any and all Rewards that you offer through any Challenge that you sponsor. In no event are we responsible to our Users, or to any party for such redemptions, and we expressly disclaim liability for such.
9. Brand Intellectual Property and Brand Content Submissions
For the purposes of this section “Intellectual Property” shall mean “Brand Intellectual Property,” unless designated as otherwise.
9.1 Content Generally
We are generally equipped to receive most content submissions from you that will be necessary to the successful creation, managing and running of any Challenge that you sponsor, and in the event that we are not, we will communicate and work with you to try to find a solution or a compromise so. However, in no case do we guarantee that our System can receive and/or utilize your content in the fashion that you expect or intend.
9.2 Ownership and Responsibility
Content that you submit (with the exception of unsubmitted original intellectual property) is considered to be owned by us, particularly where copies of pictures, or emails, forum postings and any derived data is concerned, and while we enjoy all associable rights of such ownership, we are also relieved of any associable responsibility and expressly disclaim any liability.
9.3 Intellectual Property
Any intellectual property which you submit to us, for any purpose, including without limitation content intended to be used in a Challenge or to promote or display some aspect of a product or service you offer, shall result in your granting to us a non-exclusive license to the same for purposes which may include our own internal usage, publicizing of our relationship with you, general promotion and advertisement of our own service(s), enhancement of the User and/or Brand experience of Brandvocat, and/or any other permitted purpose under our contract(s) with you. This license shall persist for as long as your account with us exists and we otherwise have a contractual relationship, and shall endure thereafter for a period of no less than 3 (three) years during which time we may continue to use and display such content for referential and promotional purposes. In no event will we sell or sublicense your intellectual property or otherwise authorize the same. Data derived from any content submissions by you, shall be owned by us and shall be our intellectual property.
10. Brand Data Access
10.1 Permissions
We recognize that the data generated from User participation in Brand conceived and sponsored Challenges is an integral part of the value that Brandvocat provides its Users and Brands alike. As a benefit of your contracting with us and otherwise maintaining a Brand Account, we accordingly provide you free of charge with the following access permissions to Challenge-derived data:
  • - A visually accessible (and in some cases downloadable) record of raw data generated by User participation in a Challenge that you have sponsored, upon its completion
  • - A visually accessible (and in some cases downloadable) record of processed data generated by User participation in a Challenge that you have sponsored, upon its completion
  • - A visually accessible (and in some cases downloadable) archived record of the raw and processed data generated by User participation in previous Challenges that you have sponsored and which have been completed
  • - At our total discretion, a statistical analysis/presentation of any of the above, which may or may not be downloadable
10.2 Restrictions
Data collected, generated, processed or otherwise existing within the Brandvocat System belongs exclusively to us. Since our data is proprietary, you may not access it in a fashion that we have not expressly permitted and you may not use it any fashion which we have expressly or implicitly forbidden. Accordingly, you may not download data from our System or Website (except as may be required to allow the basic functionality of your account and your facilitation of Challenges, or where we otherwise specifically permit). In no case may you sell or sublicense any data existing on our site. Furthermore, for reasons of fair competition we do not currently allow or intend Brands to view the performance data generated by Challenges sponsored by other Brands and this restriction extends to any Users who are your employees, agents, assigns or the like. Any violation of this policy by you will be a violation of these Terms of Use and may subject you to account suspension and/or termination, as well as subject you to indemnification of us. Furthermore, please note that your access to and/or use of any of data existing in or on our System and/or Website is not guaranteed by us at any time.
PART III
General Terms and Conditions
11. No Warranty
Brandvocat does not guarantee that our website and services will be error free or completely secure, or will operate in an uninterrupted manner, or that errors or defects will be corrected.

YOUR USE OF THE WEBSITE, THE SYSTEM, AND OUR SERVICES IS AT YOUR SOLE RISK. BRANDVOCAT MAKES NO WARRANTY THAT OUR WEBSITE, SYSTEM OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. OUR SERVICES, SITE AND SYSTEM ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT (INCLUDING, WITHOUT LIMITATION, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT), AVAILABILITY, RELIABILITY, TIMELINESS, ACCURACY, SECURITY, COMPLETENESS, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT OR SYSTEM INTEGRATION, WHETHER ARISING BY LAW, EQUITY, CUSTOM OR CONDUCT. BRANDVOCAT MAKES NO WARRANTY OF ANY KIND AS TO THE RESULTS THAT MAY BE OBTAINED FROM OUR SERVICES. FURTHERMORE, BRANDVOCAT MAKES NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, REGARDING ANY OFFER SERVED/PRESENTED VIA OUR SERVICES OR ANY PRODUCTS, OR ANY SERVICES OR BENEFITS ORDERED OR OTHERWISE ACQUIRED THROUGH OUR COMPANY OR SYSTEM OR ANY TRANSACTIONS ENTERED INTO THROUGH OUR SERVICES/SYSTEM. ANY MATERIAL DOWNLOADED FROM OUR SITE OR THROUGH THE USE OF ANY OF OUR SERVICES, IS DONE AT YOUR SOLE RISK AND DISCRETION AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR SYSTEM, YOUR SERVICES, YOUR BRAND/IMAGE/REPUTATION, YOURSELF OR THE LIKE AS A RESULT OF THIS DOWNLOAD OR YOUR USE OF OUR SERVICES AND/OR SYSTEM OTHERWISE.
12. Limitation of Liability
OUR LIABILITY TO BOTH USERS AND BRANDS IS STRICTLY LIMITED. WITH REGARD TO USERS WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITIES OF ANY KIND; THE USER EXPERIENCE AND PERMISSIONS OF BRANDVOCAT IS PROVIDED SOLELY AT OUR DISCRETION AND WE ARE NOT RESPONSIBLE TO USERS FOR ANY EXPECTATION OR REQUIREMENT WHICH MAY BE HAD WITH REGARD TO THE USE OF OUR SYSTEM OR SITE, OR FOR ANY EXPECTATION OR REQUIREMENT WHICH MAY RESULT FROM ANY OFFER OR REPRESENTATION MADE BY ANY BRAND INCLUDING WITHOUT LIMITATION ANY REWARD OR REDEMPTION OFFERS. WITH REGARD TO BRANDS WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITIES OF ANY KIND UNLESS OTHERWISE AGREED BY INDEPENDENT CONTRACT, AND IN ANY CASE OUR LIABILITY UNDER SUCH CONTRACT SHALL BE STRICTLY LIMITED TO A REFUND OF AMOUNTS PAID TO US BY AN AGGREIVED BRAND DURING AND ONLY DURING THE PERIOD OF TIME THAT SUCH LIABILITIES AROSE AND PERSISTED IF WE ARE ADJUDGED AS RESPONSIBLE BY A COURT OF COMPETENT JURISDICTION.
13. Indemnification
YOU (MEANING BOTH USERS AND BRANDS DISTINCTLY AND COLLECTIVELY) AGREE TO DEFEND, INDEMNIFY, AND OTHERWISE HOLD BRANDVOCAT, ITS OFFICERS, DIRECTORS AND EMPLOYEES, AGENTS, HEIRS AND ASSIGNS HARMLESS, FROM AND AGAINST ANY CLAIMS, LOSSES, LIABILITIES, SUITS, ACTIONS, DAMAGES, DEMANDS, FEES, SANCTIONS, PENALTIES, JUDGMENTS, AWARDS OR LIKE COSTS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES, MADE BY ANY BRAND, ANY USER, OR ANY THIRD PARTY DUE TO OR RESULTING FROM YOUR USE OF OUR WEBSITE, SYSTEM OR SERVICES, INCLUDING WITHOUT LIMITATION ANY USE OR SUBMISSION BY YOU OF ANY OFFENSIVE, UNAUTHORIZED, FALSE OR INFRINGING CONTENT OF ANY KIND, ANY FAILURE TO SATISFY OR PROVIDE ANY OFFERED REWARD OR REDEMPTION, OR ANY OTHER VIOLATION OF THESE TERMS OF USE, OUR PRIVACY POLICY OR ANY OTHER CONTRACT WHICH WE HAVE OR MAY HAVE WITH YOU, NOW KNOWN OR UNKNOWN.
14. Reservation of Intellectual Properties
Various information, images and other content contained within and otherwise comprising portions of the Brandvocat Website and System constitutes and may otherwise be construed as intellectual property of Brandvocat, including without limitation various trademarks, copyrights, patents and patentable subject matter, trade secrets, and data elements and source and object code. Unless otherwise expressly permitted by Brandvocat in writing or as expressly (not implicitly) allowed under these Terms of Use, you are never permitted to make use of or to download, access, sublicense or sell any such materials. Brandvocat expressly and implicitly reserves all rights to all its intellectual properties now known or unknown, and failure of Brandvocat to claim or otherwise contemplate any of its rights or potential rights to the same shall not constitute any waiver of any kind.
15. No Waiver
Any failure, oversight, omission or the like on the part of Brandvocat in the reservation, claiming, assertion or enjoyment of any right which it does or may claim under these Terms of Use or generally through the operation of its System, Website and/or general business activity, now known or unknown, shall not constitute any waiver of any kind.
16. General Age Restriction
As discussed and set forth at various sections herein, the Brandvocat System, Website and Services is not intended to be accessed or otherwise used by any person(s) under the age of 14 (fourteen) and in certain cases particular elements of the Brandvocat System, Website and Services shall not be intended or allowed as accessible or otherwise usable by any person(s) under other ages, such as 18 (eighteen) and 21 (twenty-one). Any violation of this restriction by any person or entity constitutes a violation of these Terms of Use, for which Brandvocat is indemnified and otherwise disclaims liability.
17. Prohibition on Infringing or Offensive Content
The submission or use of any infringing, false, defamatory or offensive content by any User or any Brand is prohibited in the Brandvocat System and Website and any violation off this restriction by any person or entity constitutes a violation of these Terms of Use, for which Brandvocat is indemnified and otherwise disclaims liability.
18. DMCA and Third Party Content
Brandvocat takes copyright and other intellectual property right infringement claims seriously and in the event that Brandvocat receives any bona fide take down order under the Digital Millennium Copyright Act, Brandvocat will comply with such order and will only consider restoration of such content upon a confirmation of non-infringement by a concerned party in the form of a final judgment, arbitration decision or proof of license, or upon Brandvocat’s own investigation and determination, where the latter shall only be conducted at Brandvocat’s sole discretion. Brandvcat shall proceed in a similar fashion regarding any third party claim of infringement, as any submission, without proper authorization, by any User and/or any Brand of content held by a third party may be a violation of these Terms of Use and subject the submitting party/parties to indemnification of Brandvocat as discussed throughout and specifically above at Section 13. Similarly Brandvocat is indemnified by any concerned User and/or Brand submitting content where any DMCA claim is concerned and expressly disclaims any and all liability resulting from the same.
19. Dispute Resolution
All legal proceedings arising out of or in connection with these Terms of Service shall be brought solely in the state or federal courts seated in the City and County of San Francisco, California, which will have exclusive jurisdiction and venue under this agreement.
20. Governing Law
These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law provisions.
21. Amendments
Brandvocat reserves the right to make amendments to these Terms of Service or to update them at any time. Any such modification, addition, deletion or amendment, shall become effective immediately. It is solely the responsibility of Brands and Users and any other concerned or potentially effected entity to review these Terms and Conditions from time to time; Brandvocat is not obligated to provide any notification of such amendments to any of the aforementioned parties.
22. Severability
Any term or provision of these Terms of Use which is adjudged or otherwise determined by a court or other body of competent and authoritative jurisdiction to be illegal or unenforceable shall be automatically deemed as null and void and struck from these Terms and Conditions without any effect to or upon the legality or enforceability of any other provisions contained herein.
23. Entire Agreement
These Terms and Conditions constitute the entire agreement between Brandvocat and You (where “You” is any concerned Brand or User), except to the extent that any expressly agreed upon and written contract is subsequently established between Brandvocat and You in regard to subject matter unrelated to these Terms of Use or otherwise conflicting and expressly designated as controlling, and these Terms and Conditions supersede all other agreements between Brandvocat and You to any extent regarding shared subject matter or conflicting provisions.