This Terms of Service agreement (the “Agreement”) is a legal agreement between you, as a user, Brand/Buyer or Seller (defined below) (“you”) and Brybe, Inc. and its parent, subsidiaries, and affiliates (collectively “the Company,” “us,” “we,” or “our”). These terms govern your access to and use of the service platform (the “Platform”) offered by the Company on its Website (https://brybe.com) (the “Website”), including any content, functionality, payment processing services and other services offered on or through the Website. You must read and accept this Agreement before using the Platform. By using the Website or the Platform, or otherwise forming this contract, you agree to be bound by this Agreement.
We may revise this Agreement at any time by updating this area of the Website and Platform and, at our discretion, making you aware of the updated terms, or otherwise securing your agreement to the revised terms. Your use, or other method of legal acceptance, of the Website or Platform after any revisions have been posted will constitute your agreement to the revised Agreement and all of the revisions changes.
The following additional terms are incorporated into this Agreement as if fully set forth herein:
- Intellectual Property Policy
- Copyright Policy
- Complaint Policy
- While we make reasonable efforts to ensure that the Website and Platform remain available, we do not (a) represent or warrant that access to, or functionality of the Website and/or Platform, will be error-free or uninterrupted, or without defect, or (b) we do not guarantee that users will be able to access or use the Website or Platform, or its features, at all times. We reserve the right, from time to time, to change, modify, discontinue, add to, or delete, temporarily or permanently, all, or any part, of the Website or the Platform, with or without notice. Such changes, modifications, additions, or deletions shall be effective immediately upon their implementation. Your use of the Website and/or Platform after we post such changes, modifications, additions or deletions, or other method of legal acceptance, constitutes your acceptance of such changes, modifications, additions or deletions.
- We reserve the right, from time to time, to modify or discontinue, temporarily or permanently, the Website or Platform, or any part thereof, with or without notice.
- The Website or Platform may contain typographical errors, inaccuracies, or omissions, including those relating to price, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions, and to change or update information at any time without prior notice, even if your order has already been accepted or processed.
As long as you are in compliance with the conditions of this Agreement, and all incorporated documents, we hereby grant you, during the Term (as defined herein), a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive license to access and use the Website, the Platform, and the materials therein that are intended to be displayed publicly. No rights not explicitly listed are granted.
You agree that:
- you will not (a) copy or distribute any part of the Website or Platform, or (b) alter or modify any part of the Website or Platform other than necessary to use the Website or Platform for their intended purposes, without our prior written authorization; and
- you will otherwise comply with this Agreement.
The Website and Platform are not directed to individuals under the age of 13. You must be 18 years of age or older, or, if you have parental consent, 13 years of age or older to use the Website or Platform. In the event that we discover that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information in accordance with the Children’s Online Privacy Protection Act. Please see the Federal Trade Commission's Website (www.ftc.gov) for more information.
Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your Internet Service Provider for more information.
Some or all of the Website or Platform may not be available to the general public. We may impose eligibility rules, and terms and conditions, in addition to those in this Section on such portions of the Website or Platform from time to time. We reserve the right to change or eliminate these eligibility requirements at any time in our sole discretion.
You are not eligible to use the Website or Platform if doing so would violate the laws or regulations of the U.S. or any other country, including, but not limited to, export controls or restrictions.
For the purposes of this Agreement, the following words, terms and expressions shall have the following meaning, except as otherwise defined in this Agreement, or where the context explicitly requires otherwise:
Brand/Buyer Request: a request for the Sellers’ services posted by Brand/Buyers on the Platform.
Brand/Buyer: a user who requests and purchases services from Sellers on the Platform.
Brybe Balance: the aggregated amount of (a) your Revenue as a Seller, (b) less refunds from cancelled Orders by Brand/Buyers, (c) plus funds deposited into the Platform for your future use in accordance with this Agreement, and which may be withdrawn in your discretion, subject to the terms of this Agreement.
Brybe Chat: a module through which Brand/Buyers and Sellers communicate with each other in connection with existing Brybes and Orders.
Brybe Messenger: where Brand/Buyers and Sellers informally communicate in connection with Brybes, Custom Offers and Custom Offer Requests.
Brybe: a project/deal in which Brands and Sellers collaborate on the Platform.
Campaign: a series of Orders, or aggregate of Orders, for a Brand/Buyer.
Custom Offer: an exclusive proposal that a Seller creates in response to a Brand/Buyer’s specific requirements.
Custom Offer Request: a request by a Brand/Buyer for a Custom Offer from a particular Seller.
Dispute: a disagreement between a Brand/Buyer and Seller on the Platform with respect to an Order.
Extra Offer: a service offered by a Seller in addition to a Brybe for a specific price quoted by the Seller, and which are related to the original Offer and listed on the original Offer as a deliverable.
Income: the money that Sellers earn from completed Orders, and which is added to Brybe Balances, subject to these Terms.
Offer: a service proposed by a Seller to a Brand/Buyer in response to a Brand/Buyer Request.
Order: a formal agreement between a Brand/Buyer and a Seller for the services to be provided buy a Seller through the Platform, in exchange for an agreed upon payment.
Packaged Offer: packaged services offered by Sellers, and posted on the Platform, at various prices, in different formats, via various social media channels.
Payment Services Provider(s): third party or other service providers that provide payment services to Brand/Buyers and Sellers in connection with Orders, including, without limitation, collection of funds from Brand/Buyers in connection with Orders, remittances to, and withdrawal of funds by Sellers, currency exchange services in connection with payments for Orders in local currencies, and the holding of funds in connection with Brybe Balances.
Seller: A user who offers services for purchase to Brand/Buyers on the Platform, such as a freelancer or influencer.
Among other services and functionality, the Platform provides a venue that may permit users to act as either buyers or sellers in a marketplace for marketing, media or other content and related services.
- When you are soliciting or purchasing goods or services on the Platform, you are referred to herein as a “Brand/Buyer.”
- When you are offering for sale, or selling, goods or services on the Platform, you are referred to herein as a “Seller.”
- Only registered users who have provided may buy and sell on the Platform. Registration is free.
- The Company may, from time to time, participate in the Platform as a Brand/Buyer and/or as a Seller.
- Registered users may possess both (Seller or Brand/Buyer) types of accounts simultaneously, subject to providing required registration details for each respective profile.
- Brand/Buyers and Sellers may post Custom Offer Requests, and similar offerings and communications that may lead to a discussion on Brybe Messenger and a Brybe.
- The Platform permits the formation of Orders, provides Brybe Messenger to manage and communicate during the Brybe, and facilitates payment for Orders between Brand/Buyers and Sellers regarding a Brybe (“Brybe Balances”), subject to the terms of this Agreement.
- Brybes can be offered/requested and executed only on the social media platforms/networks supported by the Platform. Offering/requesting or suggesting Brybes promotions on social media platforms/networks, or other websites/platforms, that are not supported by the Platform is strictly prohibited.
- Brybes on the Platform may be offered at a starting price determined by the Seller, but in no event for less than $1.
- Brand/Buyers make payments in advance on the Platform to create an Order.
- Sellers must fulfill Orders in accordance with their terms. Orders may not be cancelled without cause. Cancelling orders without cause will negatively affect Sellers’ reputation and status.
- Users may not offer services, or accept payments for Orders, except through the Website or Platform.
- Brand/Buyers are granted all intellectual property and other rights in the work delivered in connection with a Brybe, unless otherwise specified by the Seller on their Brybe/Offer Page, including but not limited to, copyrights, and the Seller waives any and all moral rights therein. The delivered work shall be considered work-for-hire under the U.S. Copyright Act. If the delivered work does not meet the requirements of a work-for-hire or when US Copyright Act does not apply, the Seller expressly agrees to assign to Brand/Buyer the copyright in the delivered work. All transfer and assignment of intellectual property to Brand/Buyer shall be subject to full payment for the Brybe and delivery of the work.
- Note: some Sellers charge Extra Offers for additional agreed-upon services provided.
- The Company shall be granted the right to use, in all media, in perpetuity and throughout the universe, all published delivered works, and any derivative works Company makes from the delivered works, in connection with a Brybe for marketing and promotion purposes, including the right to use the name, image, likeness, and biographical, professional, and other identifying information of any Seller and any other person appearing in any published delivered works.
- The Company shall be granted the right to use, in all media, in perpetuity and throughout the universe, in any of Company’s promotional materials, the name and trademarks associated with any Brand/Buyer, for purposes of identifying the respective Brand/Buyer as a user of Company’s Platform.
- Users must comply with Brybe’s Conduct Guidelines (as updated from time to time in Company’s sole discretion) (the “Conduct Guidelines”) , which are a set of rules and guidelines applicable to the Brybe community and marketplace which supplement this Agreement. The Conduct Guidelines are described more fully below in this Agreement.
The Platform uses YouTube, Google, Facebook, Instagram, Twitter, and other Social Platforms’ APIs to collect the authorized data. You can review each respective Social Platform’s terms of service and privacy policies via the links below:
Social Platforms Terms of Service:
- Google: https://www.google.com/intl/en/policies/terms/
- YouTube: https://www.youtube.com/t/terms
- YouTube-API-Client: https://developers.google.com/youtube/terms/api-services-terms-of-service
- Facebook: https://www.facebook.com/legal/terms
- Instagram: https://help.instagram.com/478745558852511
- Twitter: https://twitter.com/en/tos
- TikTok: https://www.tiktok.com/legal/terms-of-use?lang=en
Social Platforms Privacy Policies:
- Google and YouTube: http://www.google.com/policies/privacy
- Facebook: https://www.facebook.com/privacy/explanation
- Instagram: https://help.instagram.com/519522125107875
- Twitter: https://twitter.com/en/privacy
- TikTok: https://www.tiktok.com/legal/privacy-policy?lang=en
You can revoke the Platform’s access to your data from any, or all, of the Social Platforms at any time via each respective platform’s app and the security settings found at the links below. Please note that revoking such access may limit or eliminate Platform functionality.
- YouTube and Google: https://security.google.com/settings/security/permissions
- Facebook: https://www.facebook.com/settings?tab=applications
- Instagram: https://www.instagram.com/accounts/manage_access/
- Twitter: https://twitter.com/settings/applications
Brybes Made on the Platform
Orders must specify certain terms, including, without limitation, the fee and compensation to the Seller for the Brybe (the “Brybe Fee”), a description of the Brybe, as well as requirements as to the Brybe’s content, deadlines, form, length, and other information the Brand/Buyer and Seller want included in the Order covering the Brybe. When Brand/Buyers and Sellers are ready to engage each other on a Brybe through the Platform, the parties will be entering into an Order with each other regarding the Brybe through the Platform. Before agreeing on all the Order terms, the Brand/Buyer and Seller will agree in writing that, if a Brand/Buyer terminates the Order without cause, (i) prior to the bona fide commencement of a Brybe by Seller, Brand/Buyer shall have no liability to Seller for any Brybe Fee, (ii) after the bona fide commencement of a Brybe by Seller, and prior to 24-hours before the agreed upon final delivery date, or deadline, Brand/Buyer will owe Seller a cancellation fee (the “Cancellation Fee”) equal to 35% of the Brybe Fee; (iii) after the bona fide commencement of the Brybe by Seller, and less than 24-hours before the agreed upon final delivery date, or deadline, Brand/Buyer will owe Seller a Cancellation Fee equal to 50% of the Brybe Fee; or (iv) after deliverables are submitted in full, but within three days of delivery, Brand/Buyer will owe Seller a Cancellation Fee equal to 85% the Brybe Fee. After deliverables are submitted in full, and after three days of delivery, Brand/Buyer the Order will automatically close on the Platform, Brand/Buyer will no longer have opportunity to terminate the Order, and Brand/Buyer will owe 100% of the Brybe Fee. In each of scenarios (i)-(iv) in this paragraph, Seller will retain ownership of any and all deliverables and other materials that it creates in relation to the Brybe, including all copyrights and other intellectual property rights therein.
To the extent of any conflict between the terms of an Order, and the terms of this Agreement, the terms of this Agreement shall control.
Payment of all amounts due from a Brand/Buyer to a Seller for, or otherwise associated with, a Brybe are required to be made in accordance with the Order for the Brybe.
Upon remittance of a Fee, which is separate and apart from any Service Fee, from Brand/Buyer to the Seller, to the Company, the Company will be solely responsible for paying, and will pay, the Seller. Sellers agree that the Company shall not be responsible or liable for any amounts not received from a Brand/Buyer.
The Company may charge a service fee in connection with the processing of Brybe Fee through the Platform (the “Service Fee”). The Service Fee is typically billed by us when a Brand/Buyer marks a Brybe as “complete” on the Platform, or otherwise makes payment of a Brybe Fee to a Seller, as described above. If a Brand/Buyer has been permitted to use invoicing, an invoice is typically generated by us when a Brand/Buyer marks a Brybe as “complete” on the Platform, and is due within 30 days of receipt. If a Brand/Buyer has not marked a Brybe as “complete” on the Platform within 3 days after performance by the Seller, Brand/Buyer agrees and acknowledges that the Company may, in its sole discretion, and without liability to Brand/Buyer, mark such Brybe as “complete” and initiate invoicing to Brand/Buyer and/or payment of the Brybe Fee to Seller.
The Service Fee is structured as a commission calculated as a percentage of the amount paid by a Brand/Buyer with respect to a Seller in connection with a Brybe. This Service Fee may be added to the amount due from the Brand/Buyer to the Seller, or may be separately invoiced by the Company to the Brand/Buyer, each in the Company’s sole discretion.
As a user of the Platform, you acknowledge and agree that the material value of the Platform is derived from its relationships with Brand/Buyers and Sellers. Thus, as additional consideration for your right to use the Platform, you agree that, for a period starting when you first use the Platform, and ending one (1) year after you stop using the Platform (the “Period”), you will not, directly or indirectly: (i) if you are a Brand/Buyer, solicit, engage, or employ any Seller participating on the Platform to provide to you services which are the same as, similar to, or related to, you, through the Platform; and (ii) if you are an Seller, approach, solicit, bid, or seek to be hired by, any Brand/Buyer participating on the Platform, or any of its parent, subsidiary, or affiliate companies or brands, or referrals from any of the foregoing, to provide services which are the same as, similar to, or related to, those offered by you on the Platform.
If, during the Period, a Brand/Buyer would like to hire an Seller that is on the Platform, outside the Platform, it may contact the Company at [email protected] to discuss an arrangement.
- Sellers may offer services only in connection with the Social Platforms connected to their Brybe Account.
- Sellers may create Packaged Offers on the Platform for Brand/Buyers.
- Sellers may offer Custom Offers to Brand/Buyers in addition to Packaged Offers.
- For each Brybe a Seller sells, and successfully completes, the Seller’s account will be credited with Income of 100% of the Brybe Fee.
- Payment of a Seller’s Brybe Fee will be transferred to Seller through the Platform upon completion of an Order. The Platform transfers the payment to Sellers once an order is completed.
- Seller must follow the Guides Concerning the Use of Endorsements and Testimonials in Advertising (the “FTC Guides”) from the Federal Trade Commission in providing goods or services in connection with a Brybe. The FTC Guides set forth the general principles the FTC uses to evaluate endorsements and testimonials, and uses examples to illustrate the application of those principles. The FTC Guides do not purport to cover every possible use of endorsements in advertising. Accordingly, whether a particular endorsement or testimonial is deceptive will depend on the specific circumstances of the advertisement at issue.
- If an Order is cancelled (for any reason), the funds paid will be returned to the Brand/Buyer’s Brybe Balance in accordance with this Agreement.
- Income generated from a Brybe will be made available for withdrawal by a Seller no earlier than 7 days after the Order is marked as complete.
- Sellers may withdraw Income using one of the Platform’s withdrawal options.
- A Seller's “Rating” is a combination of the following:
- Review Score, calculated by Company based on reviews received from Brand/Buyers who have used Seller’s services.
- Level, a proportionate variable of the Review Score and completed Brybes, calculated by Company.
- The Platform may temporarily disable a Seller's ability to withdraw Income to prevent fraudulent or illicit activity based on (a) security issues of which Company becomes aware, (b) reports by Brand/Buyers, or (c) where multiple Platform accounts are associated in the name of a single Seller.
- Sellers are responsible for paying any and all taxes, including any GST, VAT, or other taxes, which may apply to them depending on their residency or location. Sellers represent and warrant that they comply, and will comply at all times, with their obligations under the income tax laws applicable to their jurisdiction. The Seller prices shown on the Platform are inclusive of all such taxes.
- Appointment as Limited Payment Collection Agent: Sellers hereby appoint the Company as Sellers’ authorized payment collection agent solely for the purpose of accepting payments (via its Payment Services Provider, if applicable) from Brand/Buyers, and remitting those payments to Sellers. Sellers agree that payments from Brand/Buyers to the Company shall be considered the same as payments made directly to Sellers. A Brand/Buyer’s payment obligations to a Seller will be satisfied upon receipt of payment by the Company (or its Payment Services Provider, as applicable), and the Platform (via its Payment Services Provider, as applicable) will be responsible for remitting the payments to the Seller in accordance with this Agreement. If the Company (via Payment Services Provider) does not remit payments to Sellers in accordance with this Agreement, Sellers will have recourse only against the Company and not the Brand/Buyers. Sellers agree that the Company may include the provisions above in any terms of service, receipts, disclosures, or notices including, but not limited to, receipts provided to Brand/Buyers, as Company deems necessary or prudent.
- There are four major types of Brybes:
- Packaged Offers.
- Custom Offers.
- Extra Offers.
- Offers created on the Platform contain User Generated Content.
- Offers may contain pre-approved website URLs, hashtags, endorsements, testimonials, and other promotional content approved by Brand/Buyers that must meet the standards of the FTC Act, including the FTC Guides.
- Offers and/or users may be removed from the Platform for violations of this Agreement, Conduct Guidelines, and/or FTC Guides, which may include (but are not limited to) the following:
- Inappropriate/Obscene/Pornographic/Discriminatory content or services,
- Illegal or Fraudulent content or services,
- Copyright Infringement, Trademark Infringement, and violation of a third party's terms of service reported through our Intellectual Property Claims Policy,
- Spam/Abusive/Deceptive content or services,
- Misleading content or services/misinformation,
- Promoting the Platform and/or Offers through (a) activities prohibited by any laws, regulations, and/or third party terms of service, and (b) any marketing activity that negatively affects our relationships with Brand/Buyers, Sellers, or our users or partners.
- Offers that have been removed for any of the above violations will not be searchable, editable or restorable. Removal may result in adverse action against the Seller’s account.
- Extra Offers must have a defined time within which they must be completed, especially if they will require extending the time of an original Offer.
- Extra Offers can be removed if they are in violation of this Agreement, Conduct Guidelines, or FTC Guides. In addition, the removal of an Extra Offer for such violations may result in removal of the entire Offer.
Withdrawing Brybe Balances
- Users can only withdraw the amount of their Brybe Balance that is available for withdrawal, subject to a clearance period of 7 business days after the completion of an Order.
- All Income is held in an account for your benefit with the Payment Services Provider.
- Fees for withdrawals will be based on the withdrawal methods selected, and you understand that you are responsible for paying fees or charges imposed by any Payment Services Provider, including all applicable taxes, if any.
- To withdraw your Brybe Balance, you must have an account with at least one of Brybe's Payment Service Providers associated with your selected withdrawal method(s).
- Your Brybe profile can be associated with only one Payment Service Provider account from each Brybe withdrawal method. A Payment Service Provider withdrawal account can be associated with only one Brybe profile.
- Income is only made available for withdrawal from Brybe Balances following a period of 7 days after the Order is marked complete.
- To withdraw your available Income, you must click on the designated Payment Service Provider from the Platform.
- All withdrawals of Income are final. We will not be able to reverse this process once it has begun.
- Brand/Buyers can only order promotions on the Social Platform connected to Sellers’ Brybe Accounts.
- Brand/Buyers may not offer direct payments to Sellers outside of the Platform by any means or methods whatsoever.
- Users must not use the Brand Request feature on the Platform for any purpose other than searching for services from Sellers on the Platform.
- In case of a product promotion that requires a product unboxing and/or review, the Brand/Buyer is solely responsible for the cost of such product and the logistics of delivering such product to the Seller. Brand/Buyers are strictly prohibited from requiring Sellers to purchase the reviewed product and/or paying the shipping and other logistics costs on or off the Platform.
- Brand/Buyers may neither request, nor impose as a condition of any Brybe, that Sellers purchase or give anything of value in exchange for any products or services in connection with a Brybe.
- If a Brand/Buyer chooses to send Sellers any product or service in connection with a Brybe, such products or services must be provided to the Sellers free of charge.
- In most locations, purchases on the Platform can be made by using one of the following payment methods: Bank Transfer, Credit Card, PayPal, or existing Brybe Balance. Additional payment methods may apply in certain locations.
- Service Fees are added to the total purchase price at the time of purchase. These Service Fees are currently a flat 15%. Should the Brand/Buyer consider adding a gratuity amount (“Tip”) upon completion of the Brybe, a 5% +$0.30 processing fee will be added to the final purchase price.
- A Brand/Buyer’s existing Brybe Balance may be automatically applied to the Brand/Buyer’s next purchase.
- A Brand/Buyer’s Brybe Balance is always valued and displayed in US$.
- The actual charged amount a Brand/Buyer is responsible for will be clearly disclosed before the Brand/Buyer completes payment.
- Brand/Buyers will not ask Sellers to pay, or to make payment, using any method other than through the Platform or Website. If a Brand/Buyer has been asked to use an alternative payment method, please report it immediately to Customer Support at [email protected]
- By using any payment method, and/or providing payment details for making purchases, on the Platform, you represent and warrant that:
- you are legally authorized to provide such information;
- you are legally authorized, or have permission, to make payments using the payment method(s);
- if you are an employee or agent of a company or person that owns the payment method, you are authorized by that company or person to use the payment method to make payments on the Platform.
- Indirect taxes (such as Sales Tax, VAT or GST) depending on their residency, location and any applicable law, may be added to the price shown on the Platform. In any event, such taxes will always be displayed to the Brand/Buyer before payment.
- Brand/Buyers must comply with all tax requirements applicable to them, including, but not limited to, any obligation to deduct or withhold taxes. All prices and fees that appear on the Platform or Website are the net amounts that will be paid, after deducting for any taxes, levy, withholding tax, and/or other deductions.
Sellers agree that they are providing services through the Platform and Website as independent contractors, and not as employees of Brand/Buyers.
GENERAL RULES OF CONDUCT
Our Platform was created to facilitate a friendly, professional, safe, productive and collaborative environment. It is important for the guests and users to adhere to this community spirit while utilizing the Platform and it’s functionalities, as well as while interacting with the other guests and users. Below are our guidelines for you conduct on the Platform and Website (the “Conduct Guidelines”). If you become aware of the Conduct Guidelines or this Agreement, please, contact our Customer Support team at [email protected]. The results of any investigation of such violation will be kept confidential and your privacy and identity will be protected. If a user is found to be in violation of the Conduct Guidelines, or any other part of this Agreement, they will be contacted electronically, and their account may be suspended or permanently deleted based on the severity of the violation.
- Our Platform is open to everyone. Discrimination against another user/guest based on gender, race, nationality, age, religious affiliation, sexual preference or otherwise is not acceptable and may result in the suspension/deletion of your account.
- There are no guarantees of any specific level of service provided to Brand/Buyers by Sellers. Our Resolution Center will help settle disputes between Brand/Buyers and Influences, if possible.
- Rude, abusive, improper language, or violent messages will not be tolerated and may result in suspension/removal of your account.
- All information and file exchanges must be performed exclusively on the Platform.
- Any exchange of personal information required to perform a service may be exchanged through the Brybe Messenger only.
- To protect our users' privacy, access to their personally identifiable information is restricted. Requesting, providing, or using Email addresses, Skype/IM usernames, telephone numbers or any other personal contact details to communicate outside of Brybe in order to circumvent Brybe Messenger or the Platform is strictly prohibited.
- Users who interact outside of the Platform do so at their own risk.
- Users may not use the Platform to contract, engage with, or make payments outside of, the Platform.
- The Company will have up to 14 days to investigate violations of the Conduct Guidelines
- Users with suspended or disabled accounts will not be able to sell or buy on the Platform or Website.
- Users must own the account on the Platform in their name. The Company may require users to prove such ownership from time to time.
- If a user is unable to prove ownership in an account in their name upon Company’s request, the relevant account will be disabled for a period of 90 days following full verification of ownership of the account, to Company’s reasonable satisfaction, in following the day of the last cleared payment received in their account.
Website and Platform Use
The following rules apply to the use of the Website and Platform by all users, including Brand/Buyers and Sellers. You agree that you will not:
- violate any applicable law or regulation in connection with your use of the Website or Platform;
- modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of Website or the Platform;
- interfere with or disrupt the operation of the Website or Platform;
- attempt to probe, scan or test the vulnerability of our system or network or to breach security or authentication measures without proper authorization;
- take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
- harvest or collect the email address or other contact information of other users of the Website or Platform;
- scrape, parse or collect content from the Website or Platform via automated means;
- submit, post or make available false, incomplete or misleading information to the Website or Platform, or otherwise provide such information to us; or
- impersonate any other person or business.
Naming Conventions and Profile Authenticity
As a condition to using certain aspects of the Platform, you will be required to register with the Company and select a password and username (“User Name”). You shall provide the Company with accurate, complete, and updated registration and contact information. You shall not select or use as a User Name a name that is:
- the name of another person with the intent to impersonate that person;
- subject to any rights of a person other than you without appropriate authorization; or
- otherwise offensive, vulgar or obscene.
The Platform reserves the right to require users to go through a verification process in order to use the Website (whether by using ID, phone, camera, etc.).
You agree not to distribute, upload, make available or otherwise publish through the Platform any suggestions, information, ideas, comments, questions, notes, plans, proposals, graphics, drawings, designs, text, information, audio, images, software, music, sounds, video, comments, messages or similar material (“Content”) that:
- is unlawful or encourages another to engage in anything unlawful;
- is false, misleading or fraudulent;
- contains a virus or any other similar programs or software which may damage the operation of our, or another’s, computer;
- violates the rights of any party, or infringes upon the patent, trademark, trade secret, copyright, or other intellectual property right of any party; or
- is libelous, defamatory, pornographic, obscene, lewd, indecent, inappropriate, invasive of privacy or publicity rights, abusing, harassing, threatening, bullying or otherwise objectionable.
You are not permitted to access any portion of the Platform that is not public.
Except for posting, responding to, negotiating and pitching (including open requests) of Brybes/Offers, you may not use the Platform for any other commercial purposes.
- Users may report Brybes/Offers to Customer Support that may have plagiarized previously provided services.
- Sellers represent and warrant that any Content included in their Brybes/Offers is their own original work and does not infringe any third party rights, including, without limitation, copyrights, trademarks, service marks, or other intellectual property rights. If music or stock-footage media is incorporated in a Brybe/Offer, Sellers represent and warrant that they hold a valid license to use such music and/or footage and to include them in the Brybes/Offers.
- The Platform will respond to clear and complete notices of alleged copyright or trademark infringement. Our Intellectual Property claims procedures are incorporated in this Agreement.
User Behavior and Privacy
- Publishing or posting personal and/or confidential information on the Platform or Website is strictly prohibited. Any exchange of personal and/or confidential information required for the completion of a service must be provided through Brybe Messenger. Sellers acknowledge and agree that whatever information they receive from a Brand/Buyer, which is not public domain, shall not be used for any purpose other than for the delivery of services to the Brand/Buyer. Any users who engage and communicate off of the Platform do so at their own risk.
- User Privacy must be respected. As the safety and security of our users is our top priority, any attempts to publish or send malicious content with the intent to compromise another user’s account or computer environment is strictly prohibited. You must not contact other users with offers, comments, suggestions or any other inquiries not directly related to their Offers or Orders.
- Communication on the Platform is expected to be friendly, respectful, constructive, and professional. We have developed Brybe Messenger, and Brybe Chat to allow users to engage in such communication. The Company will not tolerate bullying, harassment, and hate speech towards anyone whether on the Platform or Website.
PLATFORM AND WEBSITE FEES
Except as expressly set forth in this Agreement, your access and use the Platform and Website are currently free. However, the Company may, in the future, charge a fee for certain access or usage, including, but not limited to, subscription-based recurring charges for certain products and services. You will not be charged for any such access or use of the Site unless you first agree to such charges. But any failure to pay these charges may result in you not having access to some, or all, of the Platform or Website.
SUBMISSIONS AND HANDLING OF USER GENERATED CONTENT
The Platform is designed to permit users to (a) solicit, respond to, and perform engagements through the Platform, (b) to communicate and manage projects through the Platform, and (c) otherwise offer themselves and their services on the Platform. Users may also be able to present and promote themselves and their businesses through the Platform through the use of their brand and creative materials. Such brand and creative materials are referred to as the User Generated Content.
The creators of User Generated Content understand and acknowledge that they are solely responsible for such Content. Further, they represent and warrant that they have the right, power, and authority to:
- post their User Generated Content without violating the rights of third parties,
- grant the licenses specified below,
Users submitting User Generated Content further represent and warrant that they have the rights from any and all third parties appearing in such Content to use such third parties’ names, images or likenesses and any other third party-owned elements as necessary in and as part of their submission of the User Generated Content.
The Company is not responsible for any User Generated Content, including any harm caused to you, another User, or a third party by such User Generated Content.
Creators of User Generated Content, and/or posters of User Generated Content on the Platform or Website hereby indemnify, defend, and hold harmless the Company and its parent, subsidiaries, affiliates, and their respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by Users or a third party against an Indemnified Party relating to or arising out of any User Generated Content posted.
Ownership of User Generated Content
When purchasing a Brybe, when the work is delivered, and subject to payment, the Brand/Buyer is granted all intellectual property rights, including but not limited to, copyright in the work delivered from the Seller, and the Seller waives any and all moral rights therein. Accordingly, the Seller expressly assigns to the Brand/Buyer the copyright in the delivered work. All transfer and assignment of intellectual property to the Brand/Buyer shall be subject to full payment for the Brybe, and the work may not be used if payment is cancelled for any reason.
Additionally, both Sellers and Brands/Buyers agree that Company may use all User Generated Content submitted to the Platform, and all delivered work, including but not limited to Brybe texts, photos, videos, usernames, photos, videos, and any other information, for no additional consideration for marketing and/or other purposes.
Company may also use any Brand/Buyer or Seller’s name, image, likeness, statements, and biographical, professional, and other identifying information (including information any Brand/Buyer or Seller provides to us and any other information that is publicly available), in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, in connection with the administration and marketing of the Website or Platform.
Intellectual Property Rights and Restrictions
All content on the Website, or otherwise made available via the Website, including the text, notes, graphics, photos, sounds, music, videos, interactivities and the like (“Website Content”), the trademarks, service marks and logos contained therein (“Marks”), the design of the Website (“Website Design”), and all software and other technology used to provide the Website (“Technology”), are exclusively owned by or licensed exclusively to the Company and/or its parent, subsidiaries, or affiliates. Website Content is provided to you “as is” for your information and personal use only and may not be used, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever. We reserve all rights not expressly granted in and to the Website, Website Content, Marks, Website Design and Technology. Using the Website does not give you any ownership of or right in or to any Website Content, Marks, Website Design or Technology. Users have no right, and specifically agree not to do the following with respect to the Website or any part, component or extension of the Website or the Platform (including its mobile applications):
- copy, transfer, adapt, modify, distribute or reproduce it, in any manner;
- reverse assemble, decompile, reverse engineer or otherwise attempt to derive its source code, underlying ideas, algorithms, structure or organization;
- modify or create derivative works;
- remove any copyright notice, identification or any other proprietary notices; or
- use the Website or the Platform in any manner that could damage, disable, overburden or impair the Website, or interfere with any other users’ utilization of the Website. Users also agree not to permit or authorize anyone else to do any of the foregoing.
The Website may contain information and content provided by third parties. We have no obligation to monitor, we do not endorse, and we are not liable, for any third-party content. In addition, the Website may contain links to third-party Websites. The Company is not responsible for the content on any linked site or any linked site contained in a linked site. We do not endorse or accept any responsibility for the content on such third-party sites.
The content on the Website or Platform includes copyrighted materials, trademarks and other proprietary information, which may include, without limitation, text, software, photos, video, audio visual recordings, graphics, music, and sound. The selection, coordination, arrangement, and enhancement of such content, as well as in the content original to the Company, are protected by copyright (and, if applicable, similar foreign laws).
All trademarks, service marks and logos, text, copyrightable subject matter, images, graphics, designs, and products appearing on the Website or Platform belong to the Company, or in some cases to the party that authorized such use by the Company. All rights are reserved.
You agree not to copy, redistribute, publish, or otherwise exploit material which you download from the Website or Platform without the express prior written permission of the Company or the owner of such content. You further agree and acknowledge that you shall not acquire any ownership rights by downloading material from the Website or Platform.
Our Intellectual Property
Our graphics, logos, names, designs, page headers, button icons, scripts, and service names are our copyrights, trademarks, trade names and/or trade dress. The “look” and “feel” of the Website and Platform (including color combinations, button shapes, layout, design and all other graphical elements) are protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks (collectively, “Marks”) are our property or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.
You acknowledge that (a) the software used to provide the Platform, and all enhancements, updates, upgrades, corrections and modifications to the software, (b) all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of such software (or any enhancements, corrections or modifications), and (c) any and all documentation therefor, are the sole and exclusive property of us and/or our licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth in this Agreement.
Your Comments and Feedback
If, at our request, you send us certain specific submissions (for example contest entries), or without a request from us you send us creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Feedback”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use, in any medium, any such Feedback that you forward to us. We are and shall be under no obligation to:
- maintain any Feedback in confidence;
- pay compensation for any Feedback; or
- respond to any Feedback.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party’s intellectual property or this Agreement.
You agree that your Feedback will not (a) violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right (b) contain libelous or otherwise unlawful, abusive or obscene material, or (c) contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any Feedback . You are solely responsible for any Feedback you make and its accuracy. We take no responsibility and assume no liability for any Feedback posted by you or any third-party.
To the extent that you provide the Website, the Platform or the Company with any Feedback, you will be deemed to have granted the Company an exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide ownership rights in the Feedback. The Company is under no obligation to use, publish or implement any Feedback it may receive from users.
PASSWORDS AND ACCOUNTS
If you create an account, you must provide us with complete and accurate information. You must promptly update such information to keep it complete and accurate. You are entirely responsible for maintaining the confidentiality of your password and account. You are entirely responsible for any and all activities that occur under your account. You may not use anyone else’s account at any time. We may remove or reclaim your username if we believe it is appropriate (such as in response to a trademark claim). You understand and agree that we may assume that instructions from an individual associated with your account are authorized by you and may be acted upon by us.
Security of Your Account
Always make sure that your password is kept safe and confidential. You agree to notify the Company immediately of any unauthorized use of your account or any other breach of account security. You agree that you will not bring an action against us arising out of, or related to, any claimed unauthorized access using your account credentials. We will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge, to the fullest extent permitted by applicable law. You will be liable for all losses, damages, liability, expenses and attorneys’ fees incurred by the Company or a third party arising out of, or related to, use of your account by someone else.
Notwithstanding the foregoing, if we believe that there has been an unauthorized attempt to access your account, we may take reasonable efforts with reasonable speed, to disable or lock your account, or otherwise address the situation. If you would like to report a breach, please contact [email protected] with the term “Unauthorized Account Use Notice” in the subject line.
Platform users are limited to one active Seller and/or Brand/Buyer account. Any additional account determined to be created to circumvent guidelines, promote competitive advantages, or mislead the Platform users will be disabled to prevent fraud and abuse, including targeted user harassment and abuse. Mass account creation may result in disabling all related accounts. Note: any violations of this Agreement and/or our Community Standards is a cause for suspension or permanent deletion of all accounts.
Your account cannot be sold or transferred.
Inactive Seller Accounts
Any Seller account that has been "inactive" for twelve months will be automatically deactivated from the Platform. Inactivity is defined as having no record of clicks or ad impressions during the previous 12-month period. Although accounts that meet these criteria (no clicks or impressions for twelve months) are automatically deactivated, the account record is not deleted. As such, a Seller’s account can be reactivated should the Seller request the Company to do so, and otherwise qualifies for reactivation.
No Obligation to Retain a Record of Your Account
The Company has no obligation to retain a record of your account or any data or information that you may have stored on your account, except as otherwise specified in this Agreement .
ENFORCEMENT AND TERMINATION
The “Term” of this Agreement will be from the date you first use the Website or Platform until terminated as provided herein. We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website, the Platform, Content or Website the Content at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website, the Platform, the Content, or Website Content at any time without prior notice or liability.
You may terminate this Agreement at any time by deleting your account through the functionality of the Platform.
Without limiting the foregoing or assuming additional legal obligations, we have a policy of terminating repeat violators of the U.S. Copyright Act. All grants of any rights from you to us related to Content or other materials, including but not limited to copyright licenses, shall survive any termination of this Agreement. Further, your representations, defense, and indemnification obligations will survive any termination of this Agreement, as will any other obligation under this Agreement which, by expressly survives, or by its nature ought to survive, termination of this Agreement.
You agree to defend, indemnify and hold harmless, us, our, parents, subsidiaries, affiliates, licensees, licensors, and each of their respective officers, directors, employees, successors, agents, contractors and assigns (collectively, the “the Company Parties”), for all claims and allegations, and costs associated with such claims or allegations (collectively, “Claims”), arising from or in connection with (a) your use of the Website or Platform, (b) any Content provided or procured on or through the Website or Platform, including, without limitation, all claims arising out of or based upon infringement, misappropriation, invasion of privacy, defamation, right of publicity and/or any blurring, alteration, editing, morphing, distortion, illusionary effect, faulty reproduction, fictionalization or use in any composite form of your or any other person’s or entity’s name, picture, image, likeness, comments, posts, statements or other information; (c) any breach or alleged breach by you of this Agreement or applicable laws, rules, regulations or terms and conditions of Social Platforms, or (d) any independent agreement or interaction that you may have with a third party, including any partner or service provider of ours.
If you act as a Brand/Buyer on the Website or Platform, you further agree to defend, indemnify and hold the Company Parties harmless, from any claims relating to your failure to pay for services solicited or procured through the Website or Platform.
No Endorsement. You understand and agree that the Platform is not involved in the agreements and communications between users, including Brand/Buyers and Sellers, and does not refer or endorse or recommend particular Brand/Buyers or Sellers. You also understand and acknowledge that the Platform does not edit, modify, filter, screen, monitor, endorse or guarantee Content or the content of communications between users. Users are responsible for investigating and verifying, to the extent they deem necessary, the identity and credentials of other users contacted via the Website or Platform. By using the Website or Platform, you agree that any legal remedy or liability that you seek to for the acts or omissions of other users or third parties will be limited to a claim against the particular user(s) or other third party(ies) who caused you harm, and you agree not to attempt to impose liability on, or seek any legal remedy from the Company with respect to such actions or omissions.
You acknowledge that the Company is not responsible for, and has no liability for, any use by you of all or any part of Content or services provided by a third-party through the Website or Platform, or from a third-party that you met or did business with through the Website or Platform.
You acknowledge that the Company is not responsible for, and has no liability for, any non-payment or other non-performance of an Order that you enter into through the Website or Platform or non-performance by a business partner, or another user that you met or transacted business with through the Website or Platform.
You understand that it is your sole responsibility to perform due diligence on Content sourced through the Website or Platform, and on service providers or clients that you do business with through the Platform, and that the sole risk of any liability associated with your use of such Content, work performed by such providers, and the actions of such clients, is with you.
The Website or Platform may include the opinions, statements and other content of third parties, including other users, Brand/Buyers and Sellers. We are not responsible for screening, monitoring or verifying such content, including such content’s accuracy, reliability or compliance with laws. Any opinions, statements, or other materials made available by third parties through the Website or Platform are those of such third parties and not of the Company, including its licensors and/or other third party providers. The Company does not endorse any such opinions, statements, or materials.
You acknowledge and agree that the Company has no control over, and shall have no liability for any damages resulting from, the use (including, without limitation, re-publication) or misuse by any third party of information made public through any part of the Website or Platform. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION OR OTHER INFORMATION AND OR CONTENT PUBLICLY AVAILABLE THROUGH THE PLATFORM, YOU DO SO AT YOUR OWN RISK. IF YOU ARE OTHERWISE REQUIRED TO DISCLOSE YOUR PERSONALLY IDENTIFIABLE INFORMATION IN ORDER TO ENABLE the Company, AND/OR A SELLER AS APPLICABLE, TO DELIVER THE SERVICES REQUESTED, WHETHER THROUGH THE PLATFORM OR OTHERWISE. YOU HEREBY CONSENT TO THE USE AND, WHEN NECESSARY, THE TRANSFER OF YOUR PERSONALLY IDENTIFIABLE INFORMATION BY the Company AS NECESSARY FOR THE PROVISION OF SERVICES THROUGH THE WEBSITE AND/OR PLATFORM.
You understand that the Company cannot and does not promise, guarantee or warrant that files you download through the Internet will be free from viruses, worms, Trojan horses or other code that may be destructive. You are responsible for implementing sufficient safeguards for yourself. The Company does not assume any responsibility for your use of the Internet.
USE OF THE WEBSITE AND PLATFORM IS AT YOUR OWN RISK. THE WEBSITE AND PLATFORM, AND ALL CONTENT THEREON, ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED. THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT REGARDING THE WEBSITE, PLATFORM, AND ALL CONTENT THEREON. THE COMPANY DOES NOT WARRANT THAT THE WEBSITE OR PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING ANY USE OF THE CONTENT OR ITS ACCURACY. NEITHER THE COMPANY, NOR ANY PERSON ASSOCIATED WITH THE COMPANY, MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE OR PLATFORM.
YOU ASSUME THE ENTIRE COST OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE WEBSITE, PLATFORM, OR THEIR CONTENT. THE COMPANY MAKES NO WARRANTY THAT YOUR USE OF THE CONTENT OR WEBSITE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS. THE COMPANY ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN CONNECTION WITH SUCH CONTENT.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, THE PLATFORM, ANY CONTENT ON THE WEBSITE, PLATFORM OR SUCH OTHER WEBSITES, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
IN ACCEPTING AUTHORIZATION SOLELY AS THE AUTHORIZED PAYMENT COLLECTION AGENT OF SELLER, THE COMPANY, ITS PARENT, SUBSIDIARIES, AND AFFILIATES ASSUME NO LIABILITY FOR ANY ACTS OR OMISSIONS OF SELLER.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Notwithstanding the foregoing, if a court finds that the above disclaimers are not enforceable, then you agree that neither we, nor any of the Company’s parent, subsidiaries, affiliates, or their respective licensors, service providers, employees, agents, officers or directors, shall be liable for (1) any damages in excess of $500.00 or (2) any indirect, incidental, punitive, special, or consequential damages or loss of use, lost revenue, lost profits or data to you, or any third party, from your use of the Website or Platform. This limitation shall apply regardless of the basis of your claim, or whether or not the limited remedies provided in this Agreement fail of their essential purpose.
This limitation shall not apply to any damage that we cause you, intentionally and knowingly, in violation of this Agreement or applicable law.
THIRD PARTY LINKS
The Company may have links on the Website or Platform to other sites that we think you might find interesting. Such other sites are not under our control and, therefore, we have not reviewed them and are not responsible for their content. You click through these sites at your own risk, and the Company makes no representation or warranties about the content, completeness or accuracy of the sites linked-to from the Website. A link to the Website does not imply the Company’s endorsement or approval of its content or source.
THIS WEBSITE AND THE PLATFORM MAY CONTAIN TRANSLATIONS POWERED BY GOOGLE. GOOGLE DISCLAIMS ALL WARRANTIES RELATED TO THE TRANSLATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, RELIABILITY, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
Reasonable efforts have been made to provide an accurate translation of this Website., However, no automated translation is perfect, nor is it intended to replace human translators. Translations are provided as a service to users of the Website, and are provided "as is". No warranty of any kind, either expressed or implied, is made as to the accuracy, reliability, or correctness of any translations made from English into any other language. Some content (such as images, videos, Flash, etc.) may not be accurately translated due to the limitations of the translation software.
The official text is the English version of the Website. Any discrepancies or differences created in the translation are not binding and have no legal effect for compliance or enforcement purposes. If any questions arise related to the accuracy of the information contained in the translated Website, please refer to the English version of the Website which is the official version.
Disputes and Arbitration
This Section is referred to as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and the Company, whether relating to this Agreement (including any alleged breach thereof), the services provided by the Company, any advertising, any aspect of the relationship between us, or otherwise, shall be resolved exclusively through final and binding arbitration, rather than a court in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Agreement, you and the Company are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The laws of the State of California shall govern this Agreement, and shall be used in any arbitration proceeding. Any claim or dispute arising out of, or in connection with any third-party that you may have met through use of the Website or Platform, and with whom you have a separate agreement, e.g., a Seller that is a corporate entity, will be resolved as provided for in that agreement.
Pre-Arbitration Dispute Resolution. The Company is always interested in resolving any disputes amicably and efficiently, and most user concerns regarding the Website or Platform can be resolved quickly and to the user’s satisfaction by emailing customer support at [email protected] If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to the Company should be sent to Brybe, Inc., 313 E Broadway #10573, Glendale, CA 91209 (“Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute, and (b) set forth the specific relief sought. If the Company and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or the Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by the Company or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or the Company is entitled.
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website at http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless the Company and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, the Company agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, you and the Company will pay equal parts of all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, the Company will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, the Company will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Finally, if the value of the relief sought is $75,000 or less, the Company will pay reasonable attorneys’ fees should you prevail. The Company will not seek attorneys’ fees from you. But, if you initiate an arbitration in which you seek more than $75,000 in relief, the payment of attorneys’ fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
YOU AND THE COMPANY AGREE THAT WE MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION. If for any reason a claim proceeds in court rather than in arbitration, both you and the Company agree that parties have each waived any right to a jury trial.
Notwithstanding the foregoing, you agree that the Company may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.
To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Website and Platform, or to the Company, may only be brought by you in a state or federal court located in Los Angeles, CA. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND IRREVOCABLY AGREE TO THE VENUE FOR SUCH DISPUTES BEING LOS ANGELES, CA.
If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Website or Platform. We are and shall remain independent contractors.
We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent, and any unauthorized assignment by you shall be void.
If we bring any litigation as permitted under this Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.
Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
Notices and Electronic Communications
You hereby consent to receiving and transacting with us by electronic means. We may deliver notice to you by email, posting a notice on the Website or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following email address: [email protected]
You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Website and Platform, and supersedes all prior or contemporaneous communications, whether electronic, oral or written, concerning the Website or Platform.
Use Outside the United States of America
The Website is controlled and offered by the Company from the United States of America. The Company makes no representations that the Website is appropriate for use in other locations. Those who access or use the Website from other locations do so at their own risk and are responsible for compliance with local law. You consent to the processing in the United States of America of information you provide to us.
Under no circumstances shall the Company, its licensor or any of their affiliates be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage; strikes; epidemics; pandemics; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or logistics.
INTELLECTUAL PROPERTY CLAIMS
Our Website’s content is based on User Generated Content (UGC). The Company does not check user uploaded/created User Generated Content for violations of copyright or other rights. The Company does, however, investigate reported violations and removes or disables such content shown to be violating third party rights.
If you believe, in good faith, that any material posted on our Website or Platform infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with a copyright infringement notice (“Notice”) containing the following:
- a physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;
- identification of the copyrighted work claimed to have been infringed;
- identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;
- information reasonably sufficient to permit us to contact you (including your name, postal address, telephone number, and, if available, email address);
- a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and,
- a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that material you posted on our Website or Platform was removed, or access to such material was disabled, by mistake or misidentification, please contact our designated copyright agent with correspondence containing the following:
- your physical or electronic signature;
- identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it disabled;
- information reasonably sufficient to permit us to contact you (including your name, postal address, telephone number, and, if available, email address);
- a statement under penalty of perjury that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- a statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States, for any judicial district in which the Website or Platform may be found) and that you will accept service from the person (or an agent of that person) who provided us with the complaint at issue.
You acknowledge that if you fail to comply with all of the requirements of this policy and of Section 512(c)(3) of the DMCA, your DMCA notice or counter-notice may not be valid. For any questions regarding this procedure, or to submit or respond to a complaint, please contact our designated DMCA Copyright Agent:
313 E Broadway #10573, Glendale, CA 91209
Email: [email protected]
Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA. Note that we will provide the user who is allegedly infringing your copyright with information about the Notice and allow them to respond. In cases where sufficient proof of infringement is provided, we may remove or suspend the reported materials prior to receiving the user's response. In cases where the allegedly infringing user provides us with a proper counter-notification indicating that it is permitted to post the allegedly infringing material, we may notify you and then replace the removed or disabled material. In all such cases, we will act in accordance with 17 U.S.C Section 512 and other applicable laws.
Complaint Policy (Including Trademark and Privacy)
If you believe in good faith that any material posted on the Website or Platform infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to [email protected] containing the following information:
- your name, physical address, e-mail address and phone number;
- a description of the material posted on the Website that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;
- identification of the location of the material on the Website;
- if you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;
- if you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;
- a statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and
- your physical or electronic signature.
If we receive a notice that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. Note that we may disclose your submission to the poster of the claimed violative material, or any other party and allow them to respond.
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers of intellectual property rights.
Notice to California Residents
If you are a California resident, under California Civil Code 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Platform or to receive further information regarding the use of the Platform