By clicking the "Accept" button, and completing the registration process, and/or if you have been granted a 'Beta' account and you login to use your 'Beta' account, then you agree to be bound by these terms and conditions, including all payment terms, policies, practices, rules, standards and guidelines related to BrandVudu and posted on www.brandvudu.com, in effect from time to time (collectively, the "Agreement"). In this Agreement, "you", and "your" refers to the subscriber. You agree that any of your agents, representatives, employees, or any person or entity acting on your behalf shall be bound by, and shall abide by, these Terms of Use. You further agree that you are bound by these Terms of Use whether you are acting on your own behalf or on behalf of a third party.

1. TERM. The term of this TOU shall begin on the date that you register for services, and shall continue to auto-renew on a month-to-month basis until terminated ("Term Period”).
2. ACCESS. You agree that you will not use any automated means to access your account or to monitor or copy the content contained therein.
3. SECURITY. The Subscriber is responsible for all activities that occur under the Subscriber's password or account, and it is the Subscriber's responsibility to keep its password(s) and/or account information confidential.
4. PAYMENT. You agree to pay all applicable charges to your account in United States dollars.
5. BILLING SCHEDULE. Your account will be charged in full at the beginning of each billing cycle. Your billing cycle is selected by you and is either:
   1. Monthly Cycle. Billed at the beginning of each monthly period.
   2. Annual Cycle. Billed at the beginning of each 12 month period.
6. NO REFUNDS. 100% of all charges are NON-REFUNDABLE.
7. RATE CHANGES. You will receive at least 30 days written notice of any rate changes. Rate changes will go into effect at the start of your next renewal term after receipt of such notice
8. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT YOUR USE OF BRANDVUDU IS AT YOUR OWN RISK. BRANDVUDU IS AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY, OR IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR COURSE OF CONDUCT AND WE DISCLAIM ANY WARRANTY REGARDING THE AVAILABILITY, ACCURACY OR CONTENT OF BRANDVUDU AND/ OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH BRANDVUDU, OR ANY ECONOMIC BENEFIT YOU MAY GAIN FROM USE OF BRANDVUDU. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
9. EXCLUSIVE REMEDY. Our cumulative liability to you or any other party for any loss or damages, regardless of the form of action, shall not exceed an amount equal to all amounts actually realized and received by us from You during the twelve (12) month period immediately preceding any such liability. We will not be liable to You or any third party claimant for any direct, indirect, special, punitive, consequential, or incidental damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of this TOU and/or the use of or inability to use BrandVudu, regardless of the form of action whether in contract, tort, warranty, negligence, strict liability, breach of any statutory duty, indemnity or contribution, or otherwise, even if we have been advised of the possibility of such damages. The exclusion contained in this paragraph shall apply regardless of any failure of the exclusive remedy provided in the foregoing paragraph. The foregoing exclusions and disclaimers are an essential part of this agreement and formed the basis for determining the price charged for the products.
10. REPRESENTATIONS. You represent and warrant (i) that you have sufficient authority to enter into this TOU; (ii) that you are in compliance with all applicable laws; (iii) that you shall not be in violation of any obligation, contract or agreement by entering into this TOU; (iv) that you shall comply with all of the terms and conditions of this TOU, as amended from time to time; and (v) that all information provided by you is truthful, accurate, and complete, and is not misleading in any way.
11. INDEMNIFICATION. You agree to indemnify and hold us (and our partners, directors, officers, employees and agents) harmless against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) incurred by us (and our directors, officers, employees and agents) in connection with any claims of any kind made by a third party arising out of your use of BrandVudu, and/or a breach of your representations or warranties.
12. NOTICES. We will provide all notices to you to the contact person at the email address identified on your account.
13. NO AGENCY. The parties to this TOU are independent contractors and this TOU does not create and shall not be construed to create an agency, partnership, joint venture or other association relationship between the parties.
14. TERMINATION; CANCELLATION.
    1. Package Cancellation by You. You may cancel your package through the online cancellation method provided. Cancellations will take effect at the end of the current billing cycle.
    2. Our Right to Terminate. We may, in our sole discretion, terminate your account in the following circumstances. (1) your failure to make payment, (2) if you violated this TOU, and/or (3) if you are building, developing, or contracting for the development of a competing product. All decisions in this matter will be final and neither us nor our partners, employees, directors, or assigns shall have any liability with respect to such decisions.
15. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property rights in and to the BrandVudu product, content, and research data shall remain ours.
16. LINKS. Subscriber acknowledges that BrandVudu may contain hyperlinks to third party web sites. Subscriber understands and agrees that the linked sites are not under the control of BrandVudu, and BrandVudu is not responsible for, and makes no representations or warranties with respect to, the contents or privacy policies or practices of any linked sites or any link contained therein. The inclusion of a linked site is for Subscriber's convenience only and is not intended and should not be construed as an endorsement or recommendation by BrandVudu of the linked site or its content.
17. MARKETING. Neither Party, without the prior written permission of the other, shall use the other party's name or trademarks or publish any materials about the other party.
18. CONFIDENTIALITY. "Confidential Information" means any information disclosed to one party ("Transmitter") by the other ("Receiver"), either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that the Receiver can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made generally available after disclosure other than through the Receiver's action or inaction; or (iii) is in the Receiver's possession, without confidentiality restrictions, at the time of disclosure as shown by Receiver's files and records immediately prior to the time of disclosure. The Receiver shall not at any time (a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information, (b) use any Confidential Information, or (c) reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you or as required by applicable law. Each party agrees to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain Transmitter's personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Transmitter immediately upon Transmitter's request.
19. CONSTRUCTION. BrandVudu may change this TOU and/or rates at any time upon written notice to you. Any use of BrandVudu after such notice shall be deemed to be continued acceptance of this TOU including its amendments and modifications.
20. FORCE MAJEUR. If the performance of any part of these terms by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, fire, judicial or governmental action, labor dispute, war, insurrection, technical failure, act of God or any other causes beyond the control of that party, that party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such causes.
21. MISCELLANEOUS. This TOU (i) shall be governed by and construed in accordance with the internal substantive laws of Delaware, without giving effect to its principles of conflicts of law; and (ii) constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties concerning the subject matter hereof. You submit to jurisdiction and venue in the state and federal courts located in the State of Delaware and further agree that any cause of action you may bring arising under this TOU will be brought by you exclusively in a state or federal court located in the State of Delaware. The breaching party agrees to pay all legal expenses of the other, including reasonable attorney's fees, of the non-breaching party, provided that we shall not have any liability in excess of the exclusive remedy provision provided herein. In the event that any provision of this TOU is held by a court of competent jurisdiction to be contrary to the law, the remaining provisions of this TOU will remain in full force and effect. The waiver of any breach or default of this TOU will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving part.