Standard Terms & Conditions

 

  1. STANDARD TERMS AND CONDITIONS.  These “Standard Terms and Conditions” constitute an offer by BRANDAID, Inc., a Florida corporation (“BrandAid”) to sell to that party named per quote (the “Purchaser”) those products and services described in this quote (the “Quote”), (along with any additional invoices related to the project associated with this Quote, regardless of whether the project increases or decreases in scale or scope) (the “Offerings”), for that price and frequency as described in this Quote (the “Price and Payment Frequency”).  This is not an acceptance by BrandAid of any offer made by Purchaser, and is expressly conditioned upon Purchaser’s agreement to these Standard Terms and Conditions.   Acceptance of the Quote and these Standard Terms and Conditions may be completed in a multitude of fashions, including but not limited to the following: 1) By the submittal to BrandAid of any purchase order, whether verbal, written, or otherwise, or 2) the allowance of BrandAid’s use of the passwords associated with Purchaser’s website.  Such acceptance shall be deemed an acceptance of this Quote and these Standard Terms and Conditions. No additional terms or conditions shall be binding upon BrandAid unless specifically agreed to in writing.
  2. PAYMENT TERMS.  Purchaser shall pay, on or before the first day of each new payment cycle (monthly or quarterly, as applicable) the purchase price (the “Purchase Price”) to BrandAid in accordance with the Price and Payment Frequency section of the Quote.  In the event such payment is paid more than ten (10) days following its due date, this Agreement is in material breach, a 10% late fee shall be assessed and BrandAid may, in addition to any other remedies available to BrandAid, suspend all performance hereunder until Purchaser has made payment in full.  The failure to collect such late fee shall not in any way limit BrandAid’s ability to collect the late fee in the future or to collect those late fees that have not yet been collected.  
  3. TERM AND TERMINATION.  The length of this Agreement (the “Term”) shall be as defined in the above section of this Quote titled “Term.”  Agreements which are payable in monthly or quarterly installments may be terminated at any time upon written Notice to BrandAid, provided that such written notice includes the payment for one additional time period.
  4. WARRANTIES
    1. IMPLIED WARRANTIES: BRANDAID AND ITS AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THIS WARRANTY DISCLAIMER MAY BE LIMITED IN ITS APPLICABILITY TO YOU.
    2. BrandAid shall not be responsible for any deficiencies in the Offerings due to adjustments or changes to the Offerings made by persons other than BrandAid.  In the event that any changes are made by parties other than BrandAid to any Offering provided under these Standard Terms and Conditions, BrandAid disclaims any and all warranties, express or implied, associated with the Offerings.
    3. The products sold as part of the Offerings may or may not have a warranty related to them.  No representation as to any manufacturer warranty is made by BrandAid. Information about manufacturer’s warranties may be available from BrandAid.  If BrandAid has the information, BrandAid would be glad to provide the information to you. Please contact BrandAid for that information.
  5. TIME, FORCE MAJEURE
    1. BrandAid’s ability to execute and complete the Offerings in a timely fashion is expressly contingent on the timely performance by the Purchaser of all Purchaser’s related obligations.  If Purchaser fails to perform in timely fashion and if BrandAid is therefore unable to perform the Services in a timely fashion, BrandAid shall not be liable to Purchaser for such delays.
    2. If the performance of Services by BrandAid is prevented, impacted, delayed, or otherwise made impracticable by reason of any strike, riot, fire explosion, flood, or any other cause beyond the control of BrandAid, BrandAid is excused from such performance to the extent that is prevented, impacted, or delayed by such causes.   Upon the occurrence of such an event, BrandAid shall use its reasonable efforts to notify Purchaser of the nature and extent of any such conditions and/or delays.
  6. INTELLECTUAL PROPERTY.  All intellectual property, including but not limited to the design elements, software, trademarks, processes, ideas, patents, and copyrights (collectively, the “Intellectual Property”) developed in accordance with or as a result of the Offerings, are the intellectual property of BrandAid.  Purchaser disclaims any and all claims as to ownership, in any form or fashion, no matter the term, of the Intellectual Property.   Further use of any Intellectual Property for any applications outside of the scope of the Offerings is expressly prohibited.  
  7. LIABILITY
    1. BrandAid’s liability as it relates to the Offerings shall be limited to repair, replacement, or adjustment of the purchase price, and, with respect to the other performances of this contract by BrandAid, shall be limited to that portion of the contract price associated with the underperforming item.
    2. BrandAid shall not be subjected to any other liabilities or obligations, whether arising out of breach of contract, warranty, tort (including negligence and strict liability) or other theories of law, with respect to the products sold or services rendered by BrandAid, or any undertaking, acts or omissions relating thereto. BrandAid specifically disclaims any liability for property or personal injury damages, penalties, special or punitive damages, damage for loss of use of products or any associated equipment, cost of capital, cost of substitute products, facilities or services, down time, shutdown or slowdown costs, or for any other type of economic loss, and for claims of purchaser’s Purchasers or any third party for any such damage. BrandAid shall not be liable for and specifically disclaims all consequential, incidental and contingent damages whatsoever.
    3. To the extent that any party other than Purchaser brings a claim, whether via lawsuit or simply by demanding payment or other compensation, against BrandAid for any action or omission related to the Offerings, then BrandAid shall have the option to either 1) demand that the cost and procedure for defending any such dispute is to be handled directly by Purchaser at Purchaser’s sole expense, or 2) defend such claim itself and receive payment by Purchaser on a monthly basis for any and all costs associated with such defense, including any settlement amount which is reached.  In either situation, BrandAid shall have the ability to make the final decision to settle any such claim on its own accord and in its sole and absolute discretion, not subject to any review, approval, or consideration of Purchaser’s best interests, as, at that point, Purchaser’s best interests are likely adverse to BrandAid’s best interests.
  8. NOTIFICATION OF PROBLEMS.  Purchaser has superior knowledge, as compared with BrandAid, about problems associated with the Offerings.  Early notification of problems to BrandAid results in an ability to solve the problem quickly and avoid issues which may be expounded upon if Purchaser does not immediately notify BrandAid.  Therefore, Purchaser has an obligation to Notify BrandAid immediately upon Purchaser’s recognition of any negative issues related to the Offerings.  
  9. ASSIGNMENT.  Except as may be otherwise provided herein, these Standard Terms and Conditions shall be binding upon and inure to the benefit of the parties and their respective successors and assignees.  
  10. HEADINGS.  The headings in these Standard Terms and Conditions are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of these Standard Terms and Conditions.
  11. QUOTE.  The QUOTE shall be deemed to be a part of these Standard Terms and Conditions.
  12. GOVERNING LAW.  These Standard Terms and Conditions shall be governed by and construed under Florida law, without regard to conflict of laws principles. 
  13. MEDIATION; EXCLUSIVE JURISDICTION AND VENUE.  If any disagreement or conflict arises pursuant to these Standard Terms and Conditions, this Quote, or the relationships discussed herein, then the parties hereto agree to schedule a mediation and to mediate with a licensed Florida mediator prior to any lawsuit.  Such mediator shall be selected by BrandAid. If Purchaser disagrees with the choice of the mediator, then Purchaser shall give BrandAid three (3) options of an alternative mediator, from which BrandAid may choose one (1). If thirty (30) days have passed since mediation and the parties have still not fully resolved the matter, then a suit may be filed.  BrandAid and Purchaser hereto consent and agree, with respect to any claim or cause of action, whether in law or equity, including specific performance, arising under or in any way relating to these Standard Terms and Conditions, including any acceptance thereof, to the exclusive jurisdiction of, and venue in, Polk County, Florida, or if in federal court, in the Middle District of Florida, Tampa Division.  Each party hereto waives any objection based on forum non conveniens and waives any objection to venue of any action instituted hereunder.
  14. NO THIRD PARTY BENEFICIARIES.  These Standard Terms and Conditions is intended and agreed to be solely for the benefit of the parties hereto and their permitted successors and assigns, and no other party shall be entitled to rely on these Standard Terms and Conditions or accrue any benefit, claim, or right of any kind whatsoever pursuant to, under, by, or through these Standard Terms and Conditions.
  15. WAIVERS.  Compliance with the provisions of these Standard Terms and Conditions may be waived only by a written instrument specifically referring to these Standard Terms and Conditions and signed by the party waiving compliance.  No course of dealing, nor any failure or delay in exercising any right, shall be construed as a waiver, and no single or partial exercise of a right shall preclude any other or further exercise of that or any other right.
  16. NOTICE.  Any notices sent pursuant to these Standard Terms and Conditions or related to the subject matter hereof shall be made via Federal Express, UPS, Certified U.S. Mail, Return Receipt Requested, or other standard courier service which includes a system for determining when such item was sent and when it was received.  The addresses used for such notice are as set forth in the boxes at the top of each page of this Quote.
  17. TIME PERIODS.  Any action required hereunder to be taken within a certain number of days shall be taken within that number of calendar days; provided, however, that if the last day for taking such action falls on a weekend or a holiday, the period during which such action may be taken shall be automatically extended to the next business day.
  18. NO STRICT CONSTRUCTION.  The language used in these Standard Terms and Conditions will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against either party.
  19. MODIFICATION.  No supplement, modification or amendment of these Standard Terms and Conditions shall be binding unless made in a written instrument which is signed by all of the parties and which specifically refers to these Standard Terms and Conditions.
  20. ATTORNEYS’ FEES.  If any legal action or other proceeding is brought for the enforcement of these Standard Terms and Conditions or this Quote, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of these Standard Terms and Conditions or the relationship defined herein, then the successful or prevailing party or parties, as determined by a court of competent jurisdiction, will be entitled to recover reasonable attorney fees and other costs incurred in that action or proceeding, in addition to any other relief to which they may be entitled.