THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between BRANDING ELM, a DBA  for EXCEEDING DEVELOPMENT LLC, a limited liability company organized under the laws of the state of Arizona (“Branding Elm”) and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of Branding Elm’s website: https://www.brandingelm.com/ (the “Website”) and any other media form, channel, mobile website, or mobile application related, linked, or otherwise connected thereto. Failure to agree and adhere to all of the terms, conditions, and obligations contained herein results in the express prohibition of the Client’s use of the Website, and the Client is ordered to discontinue use immediately. Thereafter, the relationship between Client and Branding Elm shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay Branding Elm for services rendered shall remain and continue to be an ongoing obligation owed by the Client to Branding Elm.

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1. Intellectual Property Rights

Unless otherwise indicated, the Website is the property of Branding Elm, and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics of any nature and regardless of format (herein, collectively or individually, the “Content”) and the trademarks, service marks, and logos contained there (the “Marks”) are owned and controlled by Branding Elm and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of the United States, foreign jurisdictions, and international conventions. The Content and Marks are provided “As-Is” for your information and personal use only. Except as expressly provided herein, no part of the Website and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Branding Elm’s express prior written permission. Branding Elm reserves all rights in the Website, Content, and Marks.

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2. Ownership of Materials

Notwithstanding Branding Elm’s ownership of Submissions, as described in Paragraph 4 (“Client Feedback”), all design and original source files created on Client’s behalf (“Projects”) belong to the Client, and the Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause Branding Elm to become the owner of a Project, in whole or in part, rather than the Client, Branding Elm irrevocably and perpetually assigns its entire interest in the Project to the Client, without limitation. The Client warrants that any and all materials provided to Branding Elm as examples or as material to be incorporated into a project during the design process are owned by the Client and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity. Branding Elm always reserves the right to share the Client's design work publicly (social media, website, etc.) unless agreed upon as stated in section 18 of this document.

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3. Third-Party Fonts

In the event that any Project incorporates fonts that are not owned by Branding Elm and require a commercial license to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), Branding Elm will inform the Client in writing that one or more Third-Party Fonts have been incorporated into the Project and that the Client will need to purchase one or more licenses for the Third-Party Fonts from the rights-holder(s) of said Third-Party Fonts to legally reproduce, distribute, or publicly display the Project. Said notice will include information sufficient for the Client to identify which licenses are required and who to contact in order to purchase said licenses. So long as Branding Elm has informed the Client of the incorporation of Third-Party Fonts as described above, the Client assumes all responsibility for any consequences resulting from a failure by the Client to purchase one or more licenses for any Third-Party Fonts incorporated into a Project.

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4. User Representations

By using the Website, the Client represents and warrants that:

• The Client has the legal capacity and agrees to comply with these Terms of Use.

• The Client is not a minor in the jurisdiction of their domicile.

• The Client will not access the Website through automated or non-human means.

• The Client will not use the Website for any illegal or unauthorized purpose.

• The Client’s use of the Website will not violate any applicable law or regulation.

 

5. Prohibited Activities

The Client shall not access or use the Website for any purpose other than that for which the Website is made available to the Client. The Website may not be used in connection with any commercial endeavors except those related to the work performed by Branding Elm on behalf of the Client. Further, the Client agrees to refrain from the following:

• Make any unauthorized use of the Website.

• Retrieve data or content for the purposes of creating or compiling a database or directory.

• Circumvent, disable, or otherwise interfere with security-related features on the Website.

• Engage in unauthorized framing or linking of the Website.

• Trick, defraud or mislead Branding Elm or other users.

• Interfere with, disrupt or create an undue burden on the Website or Branding Elm’s networks or servers.

• Use the Website in an effort to compete with Branding Elm.

• Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website.

• Bypass any measures on the Website designed to prevent or restrict access to the Website or any portion thereof.

• Harass, annoy, intimidate or threaten any of Branding Elm’s employees, independent contractors or agents providing services through the Website.

• Delete the copyright or other rights notice from any Content.

• Copy or adapt the Website’s software.

• Upload or transmit, or attempt to do so, viruses, Trojan horses, or other material including anything that interferes with any party’s use of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations or maintenance of the Website.

• Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism.

• Disparage, tarnish or otherwise harm Branding Elm.

• Use the Website in a manner inconsistent with any applicable laws, statutes or regulations.

 

6. Client Feedback

The Client acknowledges and agrees that any questions, comments, suggestions, or other feedback or submission (each a “Submission”) shall be the sole property of Branding Elm, and Branding Elm is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. Branding Elm shall be the sole and exclusive owner of all rights related to the Submission except to the extent that rights are granted to the Client under Paragraph 2 (“Ownership of Materials”), and shall at its sole and unrestricted discretion use and disseminate a Submission for any lawful purpose without permission, acknowledgment, or compensation of or to the Client. The Client agrees that it has the right to articulate and put forth the Submission, and the Client hereby waives all claims and recourse against Branding Elm for its use of the Submission.

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7. Management and Oversight

Branding Elm reserves the right to monitor the Website for violations of these Terms of Use and to take appropriate legal action in response to a violation of the Terms of Use or any applicable law, statute, or regulation. Branding Elm further reserves the right to restrict or deny access to the Website or disable the Client’s use of the Website. Such decisions shall be at the sole discretion of Branding Elm, without notice or liability to the Client. All decisions regarding the management of the Website shall be at the sole discretion of Branding Elm and shall be designed to protect Branding Elm’s rights and property.

 

8. Privacy Policy

By using the Website, the Client agrees to be bound and abide by the Privacy Policy and the terms more particularly set forth therein and adopted and incorporated herein. The Website is hosted in the United States of America. Access to the Website from the EU, Asia, or other regions of the world may result in the applicability of laws, statutes, or regulations differing from those of the United States which govern personal data collection, use, or disclosure. The Client’s continued use of the Website and the transfer of data to the United States constitute express consent of the Client to the transfer and processing of data in the United States. Branding Elm does not knowingly accept or solicit information from individuals under the age of 18. In accordance with the United States’ Children’s Online Privacy Protection Act, upon the receipt of actual knowledge that an individual under the age of 13 has provided personally identifiable information to Branding Elm without parental consent, Branding Elm shall delete that information as soon as reasonably practical.

 

9. Returns and Refunds

Branding Elm reserves the right to deny refunds based on its own discretion and without notice or liability to the Client. Refund requests are assessed on a case-by-case basis. Should the Client request a refund during the first month of use, all materials produced by Branding Elm are the ownership of the company and are prohibited from being used by the Client in any way. If a refund is deemed to be appropriate, there will be a 25% fee assigned to the remaining billable period. Branding Elm reserves the right to take appropriate legal actions against the Client for breach of this paragraph.

 

10. Modification

Branding Elm reserves the right to change, alter, modify, amend, or remove anything or any content on the Website for any reason at its sole discretion. Branding Elm reserves the right to modify or discontinue all or part of the Website without notice and without liability to the Client.

 

11. Connection Interruptions

Branding Elm does not guarantee or warrant that the Website will be available and accessible at all times. Issues with hardware, software, or other items may result in interruption delays or errors beyond Branding Elm’s control. The Client agrees that Branding Elm shall not be liable for any loss, damage, or inconvenience caused by the Client’s inability to access or use the Website during any interruption in the connection or service.

 

12. Governing Law

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Arizona without regard to conflict of law principles.

 

13. Litigation

Any legal action of whatever nature shall be brought in the state courts of Scottsdale, Arizona, or in the United States District Court for the District of Arizona. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act is excluded from these Terms of Use.

 

14. Disclaimer

The Website is provided on an as-is, as-available basis. The Client agrees that its use of the Website and Services is at the Client’s sole risk. Branding Elm disclaims all warranties, express or implied, in connection with the Website and the Client’s use thereof, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Branding Elm makes no warranties or representations about the accuracy or completeness of the Website or any content thereon or content of any websites linked to the Website, and Branding Elm assumes no liability for any errors, mistakes, or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of Branding Elm’s secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Website by any third party, and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available through the Website. Branding Elm does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party either through the Website, a hyperlinked website, or any website or mobile application featured in any advertising.

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15. Limitations of Liability and Indemnification

Branding Elm and its directors, employees, members, independent contractors, or agents shall not be liable to the Client or any third party for any direct, indirect, consequential, incidental, special, or punitive damages, including lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures, or other damages or losses arising from the Client’s use of the Website. The Client agrees to defend, indemnify, and hold harmless Branding Elm and its subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Website; (2) breach of these Terms of Use; (3) any breach of the Client’s representations and warranties set forth herein; (4) Client’s violation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, Branding Elm reserves the right, at the Client’s expense, to assume control and defense of any matter for which the Client shall be required to indemnify Branding Elm hereunder. The Client agrees to cooperate with the defense of such claims.

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16. User Data

The Client is solely responsible for all data transmitted to or that relates to any activity the Client has undertaken using the Website. Branding Elm shall have no liability to the Client for any loss or corruption of any such data, and the Client hereby waives any right of action against Branding Elm from any such loss or corruption.

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17. Electronic Communications, Transactions, and Signatures

The Client hereby consents to receive electronic communications from Branding Elm, and the Client agrees that all agreements, notices, disclosures, and other communications sent via email or through the Website satisfy any legal requirement that such communication be in writing. The Client hereby agrees to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by Branding Elm or through the Website. The Client hereby waives

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18. Use of Client Management Platform and Other Service Delivery Platforms

Branding Elm may utilize third-party client management platforms, including but not limited to Zendo, and other applications or platforms ("Service Platforms") to enhance the delivery of services. The Client acknowledges and agrees to the use of these Service Platforms in connection with the subscription services provided by Branding Elm.

 

19. Limitation of Liability for Service Platforms

Branding Elm shall not be liable for any issues, interruptions, or damages arising from the use of third-party Service Platforms. The Client acknowledges that the operation and functionality of such Service Platforms are subject to the terms and conditions of the respective platform providers. Branding Elm disclaims any responsibility for the performance, security, or availability of these Service Platforms. The Client agrees that any claims or liabilities related to the use of Service Platforms shall be directed to the respective platform providers, and Branding Elm shall not be held responsible for such claims or liabilities.

 

20. Client's Responsibilities

The Client is responsible for complying with the terms of use, privacy policies, and any other relevant policies of the Service Platforms utilized by Branding Elm. The Client acknowledges that any breach of the terms of use of Service Platforms may result in the restriction or termination of services by Branding Elm.

 

21. Indemnification for Service Platform Use

The Client agrees to indemnify and hold Branding Elm harmless from any claims, damages, losses, or liabilities arising out of or related to the Client's use of Service Platforms. This includes, but is not limited to, claims against Branding Elm for the Client's violation of the terms of use, privacy policies, or any other policies of the Service Platforms.

 

22. Modification for Service Platform Integration

Branding Elm reserves the right to integrate, modify, or discontinue the use of any Service Platforms at its sole discretion. Any changes to the use of Service Platforms will be communicated to the Client as part of the overall service provided by Branding Elm.

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23. Limitation of Liability for Overall Service Delivery

The Client acknowledges that the overall service delivery, including the use of Service Platforms, is provided on an as-is, as-available basis. Branding Elm disclaims all warranties, express or implied, regarding the Service Platforms and their integration into the subscription services. Branding Elm shall not be liable for any direct, indirect, consequential, incidental, special, or punitive damages arising from the use of Service Platforms.

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ELM SUBSCRIPTION AGREEMENT

This Subscription Agreement (the "Agreement") is entered into by and between Branding Elm, hereinafter referred to as "Provider," and the undersigned client, hereinafter referred to as "Subscriber."

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1. SUBSCRIPTION SERVICES

1.1 Scope of Services: Provider agrees to provide design and marketing services as per the selected subscription tier: Starter, Growth, or Premium.

1.2 Design Services:

• Unlimited Design Requests

• Print & Digital Designs

• Quick Turnaround

• Dedicated Designer

• Active Requests, Revisions, and Turnaround times vary based on the selected tier.

1.3 Marketing Services (Premium Tier only):

• Marketing Planning

• Follow-up Meetings

• SEO Optimization

• Website Content Updates

• Social Media Management

• Email Marketing Campaigns

• Content Creation Assistance

• Surveys & Questionnaires

 

2. SUBSCRIPTION FEES

2.1 Payment Terms: Subscriber agrees to pay the monthly subscription fee associated with the selected tier. Fees are due on a monthly basis.

2.2 Billing Cycle: The billing cycle commences on the date of subscription activation and continues on a monthly basis.

 

3. CANCELLATION AND REFUND

3.1 Cancellation: Subscriber may cancel the subscription at any time. Cancellation will be effective at the end of the current billing cycle.

3.2 Refund Policy: Refunds are not provided for partial subscription periods.

 

4. INTELLECTUAL PROPERTY

4.1 Ownership: All design materials and intellectual property created under this Agreement shall belong to the Subscriber upon full payment of the subscription fees.

4.2 Source Files: Source files for design materials will be provided to the Subscriber as part of the subscription.

 

5. TERM AND TERMINATION

5.1 Term: This Agreement shall commence on the subscription activation date and continue on a month-to-month basis.

5.2 Termination: Either party may terminate this Agreement with written notice. Termination will be effective at the end of the current billing cycle.

 

6. MODIFICATIONS

6.1 Changes to Services: Provider reserves the right to modify subscription features and pricing with a 30-day notice.

 

7. CONFIDENTIALITY

7.1 Confidential Information: Both parties agree to keep confidential any proprietary or confidential information obtained during the term of this Agreement.

 

8. GENERAL PROVISIONS

8.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Your Jurisdiction].

8.2 Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements or understandings, oral or written.

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Once proceed to subscribe and click on "place order", it means agreement is accepted.