“Software” the Brandcam Service & SalesCAM apps installed on your devices, and Brandcam reputation management PWA’s.
“Hardware” the video kit package of an Android phone, case, selfie stick and mic with ServiceCAM app installed, sent to the customer ready for their technicians to enter their PIN no and use.
“Subscription” access to the Software and Online Services subject to the payment of Monthly Fees and the particulars set out in the Location set up process, and the purchase of add on’s.
“Add-Ons” means any additional service options which you may add to a Subscription from
time to time in accordance with these Terms.
“Content” the moving images, still images, audio, graphics, text and other information created by You and uploaded via the Software to your account on the Brandcam CMS or CRM or to the Brandcam Vimeo account.
“Group” means a company operating multiple Dealerships or Service Centre’s..
“Location” refers to each individual Dealership or Service Centre.
“Customer” refers to a group or location.
“Reseller” refers to a party who sells Brandcam online services and software to their customers on behalf of Brandcam on a non-exclusive basis.
“Fees” means the Set Up Fees and Monthly Fees/subscriptions set out in the sign up forms.
“Minimum Term” means the minimum length of a Subscription, measured from the Contract Start Date or the Service Live Date as applicable and which shall apply to all subsequent renewals.
“Online Services” means the CMS, CRM, Aggregator and Badges, as described by the Brandcam specification & marketing documents.
“We” refers to Brandcam, a division of Brandlicious Inc. (“our” should be interpreted accordingly)
“You”refers to the party named on the Brandcam account (“your” should be interpreted accordingly).
1. Subscription formation
1.1 We will supply the items subscribed to in accordance with these Terms & Conditions and the applicable Policies and Procedures (available to view on our website).
1.2 By confirming a subscription on our CMS (or giving us other form of express written authority to proceed) you agree to purchase the Subscription(s) to Brandcam and to pay the Fees for the subscription items via credit card, as set out in these Terms & Conditions. Your Subscription will begin immediately, unless a free trial period has been offered or agreed. Free Landing Pages do not require a subscription set up and are available to direct customers only. They are not available through Brandcam Business accounts, and Reseller accounts.
1.3 If you are a Dealer or Service Centre Group ordering Subscriptions on behalf of the Retailers in your group, you agree that you are wholly responsible for the subscription payments to Brandcam.
1.4 You may purchase Add-Ons such as Messaging and Respond through your Brandcam account, or by giving us express written instruction (email will be accepted).
1.5 You can cancel any of your subscriptions at any time either through your Brandcam account, or by giving us express written instructions (email will be acceptable).
2. Use of Brandcam Products & Online Services
2.1 For the duration of your Subscription, we grant you the right to use the of the Brandcam product you have subscribed too.
2.2 Use of Brandcam products is subject to the following restrictions:
(a) you shall not reverse engineer, decompile or disassemble the Software except to the extent permitted by law;
(b) you shall not examine any part of Brandcam for the purpose of developing a competing product, and nor shall you permit any third party access to Brandcam for this purpose.
(c) Brandcam aggregator and badges are for display on your own (or your customers own) website/s only. Approval must be sought from Brandcam for display on third party websites.
2.3 We are the owner or licensee of the patent, copyright, trademarks, trade secrets and all other intellectual property rights that subsist in the Software, Online Services and training material of Brandcam products and services. Title to the Software and the Online Services and the Brandcam brand shall remain vested in us or our licensors. Any rights not expressly granted herein are reserved to us.
2.4 If you provide us with any software, material or other documentation for us to use as part of our provision of Brandcam (“Client Material”), you will ensure we have the necessary rights to use such Client Material and You shall defend and settle any claim made against us alleging that our use of Client Material infringes the intellectual property rights of a third party.
2.5 You are solely responsible for the Content and for seeking consent from any individuals who may appear within the Content. You agree to defend and hold us harmless against any claim by any third party alleging that Content uploaded by You that breaks regulations or is illegal, defamatory or infringes any third party’s rights.
2.6 You agree to comply with all applicable laws and regulations in relation to your business and your use of Brandcam, including but not limited to all applicable financial conduct regulations.
2.7 Brandcam enables the Content to be viewed and distributed online. In the event Content created by You is distributed beyond our control, You agree that we have no liability in respect of such distribution.
2.8 We shall provide you with Products and Online Services in line with our Specification documents. You will not provide access to the Software or the Online Services to any third party without our express written consent.
2.9 You agree to receive our quarterly newsletter via email, and any notification emails sent via our customer management system, alerting you to updates or issues relevant to your use of our Brandcam online services.
3. Payment of fees
3.1 Unless set out in the Special Terms, you will be invoiced and billed via your credit card immediately upon confirmation of your subscription, unless a free trial period, or special offer has been made and accepted in writing. Invoices and billing via credit card for Monthly Fees will automatically happen the same time each month thereafter, until such time as your subscription is cancelled.
3.2 Fees, together with any applicable taxes, shall be paid in accordance with the payment terms set out on your online subscription confirmation form.
3.3 We may suspend your access to Brandcam without notice if payments are not made.
3.4 We may adjust our Fees/Subscription costs to reflect updates and developments to Brandcam which we will automatically be made available to you. We will give you no less than three (3) months notice in writing (to include email) of any such increase.
4. Term & Termination
4.1 You may terminate your subscription at anytime, however should you do so part way through a subscription period, no refunds for unused time within a subscription period will be given.
4.2 We may terminate your Subscription at any time if you, or one of your customers:
(b) becomes insolvent, or bankrupt, or enters into any voluntary arrangement with its creditors, or ceases or threatens to cease to carry on its business.
(c) removes your credit card from your Brandcam account so future subscription charges are unable to be processed, unless we agreed we will invoice you directly.
4.3 On termination You, or if you are a Group or a Reseller, your customers, will no longer be able to access your Content via the Online Services.. Internet links to your videos may still work, but we cannot guarantee so.
5. Updates & Technical Support
5.1 Subject to clause 6, during your Subscription we will make available to you technical support in accordance with the applicable support Policies and Procedures.
6.1 We warrant that all elements of Brandcam will function in accordance with
(i) the description on our website and CMS.
(ii) the specifications
(iii) the applicable Policies and Procedures
7. Limitations and exclusions of liability
(i) fraud or other criminal act,
(ii) personal injury or death caused by our negligence
(iii) fraudulent misrepresentation or
(iv) any other liability that cannot be excluded by law.
7.2 Subject to clause 7.1, we will not be liable for any damages or consequent legal fees resulting from:
(i) loss of, damage to or corruption of data,
(ii) loss of use,
(iii) lost profits,
(iv) loss of anticipated savings, and/or
(v) any indirect or consequential loss. Such liability is excluded whether such damages were reasonably foreseeable or actually foreseen.
7.3 Except as provided in clauses 7.1 and subject to clause 7.2, Our maximum aggregate liability to you for any cause whatsoever arising in connection with Brandcam shall not exceed the limits set out below:
7.3.1 in respect of liability for our breach of Clause 9.1 and subject to your compliance with your obligations under any applicable data privacy legislation, a sum equivalent to 500% of the aggregate Fees paid during the twelve months immediately preceding your claim; and
7.3.2 in respect of all other liability relating to our provision of Software and Online Services to you, a sum equivalent to 125% of the aggregate of the Fees paid and payable during the twelve months immediately preceding your claim..
7.4 Our employees, sub-contractors, resellers, licensors and suppliers shall have the benefit of the limits and exclusions of liability set out in this Clause.
7.5 Subject to clause 7.1, You shall have no remedy in respect of any representation (whether written or oral) made to You upon which You relied in entering into a Subscription (“Misrepresentation”) and We shall have no liability to You other than pursuant to the express terms of each Subscription.
8.1 In the course of your Subscription, each of us may acquire confidential information that is of value to the other, in respect of the other party’s business, technology and/or customers. You and we each agree to keep the other party’s confidential information secret, to the extent permitted by law.
9. Data protection
9.1 We shall each comply with our obligations under any applicable data protection legislation (including but not limited to the Data Protection Act 1998, the General Data Protection Regulation 2016/679 as from time to time amended, extended, enacted or consolidated) and the Brandcam Data Protection Policy.
9.2 In the event of any third party claim against us arising from Your breach or failure to comply with your obligations in regard to relevant data protection legislation or the Brandcam Data Protection Policy, you agree to defend us and hold us harmless against any fines, claims, costs and damages that we might be required to pay to any third party by a court of competent jurisdiction or regulatory body.
10.3 Other than as set out in clause 7.4, a person or party who is not a party to a Subscription has any rights to enforce any term of it.
10.5 Your Subscription to, and our supply of, Brandcam under these Terms and Conditions are governed by and shall be construed in accordance with the laws of the State of Michigan. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of located within the State of Michigan (both Federal and State) in connection with any claims or legal proceedings arising under or in connection with this Contract.