Denim® Brand Campaigns Terms of Service
Last Modified: July 5, 2019
Welcome to Denim® Brand Campaigns (“Brand Campaigns”), a product of Denim Labs, Inc. Brand Campaigns enables the easiest and quickest way to build, launch, and manage mobile advertising for your brand in the Denim Platform.
ACCEPTANCE OF THE TERMS OF SERVICE
These terms of service are entered into by and between you and Denim Labs, Inc., doing business as Denim (“Company”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Service”), are a legally binding contract between you and the Company which govern your access to and use of denimlabs.com, including all functionality, content, and software platform(s) offered on or through the Website (the “Website”), inclusive of all subdomains.
Please read these Terms of Service carefully before you use the Website. If you do not agree to these Terms of Service, you are not permitted to use the Website. By accessing or using the Website, you accept and agree to be bound and abide by these Terms of Service.
The Website is offered and available to users who are 18 years of age or older. By using the Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you are not permitted to access or use the Website.
You are permitted to use the Website only in connection with a Software Agreement between you individually, if you agreed to it in your own capacity, or your employer (“Employer”) as the case may be, and the Company (“Software Agreement”). Such Software Agreement outlines, among other things, the fees (“Fees”) paid for your Access Credentials and is subject to these Terms of Service.
PERMITTED USE, ACCESS TO THE WEBSITE, ACCOUNT SECURITY
You are permitted to use the Website solely in connection with your business operations or the business operations of your Employer.
After you are provided with Access Credentials, you must treat your Access Credentials as confidential, and you must not disclose it to any other person or entity. You hereby acknowledge that your account is personal to you and agree not to provide any other person with access to the Website or portions of it using your Access Credentials. You agree to notify us immediately of any unauthorized access to or use of your Access Credentials or any other breach of security that you become aware of. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable your Access Credentials, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service, or in the event you or your Employer (as the case may be) fail to pay the Fees associated with your Access Credentials under the applicable Software Agreement.
We will use commercially reasonable efforts to make the Website available at all times. However, we make no guarantee of uninterrupted use or operation of the Website. We may temporarily or permanently suspend the Website, in whole or in part, where required by law, in the case of security violations or threats, for service improvements, maintenance or repair, for nonpayment of Fees, or for any other reason deemed necessary or desirable by us or beyond our control.
LICENSE TO USE OUR DOCUMENTATION
Subject to these Terms of Service and the applicable Software Agreement, we hereby grant you a non-exclusive, non-transferable, revocable license to use any and all instruction manuals provided to you by us (the “Documentation), which are available on the Website. You are permitted to copy the Documentation solely for your own use and the internal use of your Employer, for archival purposes and for training and education purposes within your Employer’s business.
IMPROVEMENTS AND UPDATES
We reserve the right, in our sole discretion, to make any changes to the Website, without your consent, that we deem necessary or useful to (a) maintain or enhance (i) the quality or delivery of the Website to our customers; (ii) the competitive strength of or market for the Website; (iii) the Website’s cost efficiency or performance; or (b) to comply with applicable law.
PAYMENT OF FEES
Customer will pay Company the then applicable fees described in the Software Agreement for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Software Agreement or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then‑current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Company’s income.
TERM AND TERMINATION
Subject to earlier termination as provided below, this Agreement is for the Initial Term as specified in the Software Agreement, and shall be automatically renewed for additional periods of the same duration as the Initial Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the Terms of Service. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
You may use the Website only for lawful purposes and in accordance with these Terms and Conditions. For purposes of clarity, and without limiting the generality of the foregoing, you shall not:
OUR INTELLECTUAL PROPERTY RIGHTS
Any and all registered or unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws (“Intellectual Property Rights”) related to the Website and its entire contents, features and functionality (including but not limited to all information, Documentation, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its third-party licensors or other providers of such material. All Intellectual Property Rights of the Website are expressly reserved by the Company and its respective third-party licensors.
These Terms of Service permit you to use the Website for your individual professional use only. You must not reproduce, distribute, modify, create derivative works or improvement of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Website, except as follows:
You shall not:
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Service, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials and Documentation you have made.
The Company owns all Intellectual Property Rights related to the name of the Company, the Company logo and all related names, logos, product and service names, designs and slogans. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Website are the trademarks of their respective owners.
We wish to continually expand and improve the Website. We welcome any ideas, suggestions, complaints, or feedback, related to the Website or for upgrades, updates, improvements, new features or functions thereto (“Ideas”). If you provide us with any Ideas, whether orally, in writing, or in any other way, you grant us a non-exclusive, worldwide, royalty-free, sub-licensable and non-revocable license to develop, make, reproduce, import, modify, make derivative works of, sell, and offer to sell Ideas as part of our technology, products or services. You shall not knowingly provide us with any Ideas that are subject to third party intellectual property rights or that include or reveal any confidential information of any person.
OWNERSHIP, USE OF DATA
You, or your Employer (as the case may be) are and will remain the sole and exclusive owner of all right, title and interest in and to data and other content, in any form or medium, that is (i) provided to us by you; or (ii) collected, downloaded or otherwise received, directly or indirectly from you by or through your use of the Website (collectively “Customer Data”).
Resultant data means aggregate information, data and other content that is derived by or through the Website from processing Customer Data and is sufficiently different from such Customer Data that such Customer Data cannot be identified from the inspection, analysis or further processing of such information, data or content. You, or your Employer (as the case may be) hereby unconditionally and irrevocably grant an assignment of all right, title and interest in and to the Resultant Data to us, including all Intellectual Property Rights relating thereto.
USER CONTRIBUTIONS, DISCLOSURE
The Website contains features that allow users to post, submit, publish, display or transmit to other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) through the Website.
All User Contributions must comply with the Content Standards set out in these Terms of Service.
You represent and warrant that:
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.
You grant to Company a non-exclusive, non-transferable license to use the trademarks, service marks, logo and trade names owned by you in content created by Company.
We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website.
These content standards apply to any and all User Contributions. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
RELIANCE ON INFORMATION POSTED
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
MONITORING AND ENFORCEMENT
We have the right to:
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review all material before it is posted through the Website and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
SUSPENSION OR TERMINATION OF THE WEBSITE
We may, directly or indirectly, and by use of a disabling device or any other lawful means, suspend, terminate or otherwise deny your or any Authorized User’s access to or use of all or any part of the Website without incurring any resulting obligation or liability, if: (a) we receive a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires us to do so; or (b) we believe, in our discretion, that: (i) you or any Authorized User has failed to comply with, any material term of these Terms of Service, or accessed or used the Website beyond the scope of the rights granted or for a purpose not authorized under these Terms of Service or in any manner that does not comply with these Terms of Service; (ii) you or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with the Website; or (iii) the applicable Software Agreement expires or is terminated. The provisions of these Terms of Service that, by their nature, should survive termination of the applicable Software Agreement or these Terms of Service, will survive such expiration or termination.
INFORMATION ABOUT YOU AND YOUR VISITS TO THE WEBSITE
DISCLAIMER OF WARRANTIES
You understand that we cannot and do not guarantee or warrant that the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY DOCUMENTATION POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. 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. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
LIMITATION ON LIABILITY
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR 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, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY DOCUMENTATION OR ITEMS OBTAINED THROUGH THE WEBSITE 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.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services and products other than as expressly authorized in these Terms of Service or your use of any information obtained from the Website.
GOVERNING LAW AND JURISDICTION
All matters relating to the Website and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Iowa without giving effect to any choice or conflict of law provision or rule (whether of the State of Iowa or any other jurisdiction).
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO MAY BE BROUGHT IN THE COURTS OF POLK COUNTY, STATE OF IOWA AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, PARTY ACCEPT FOR ITSELF, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF SUCH COURT. THE PARTIES IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. YOU IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OF ANY OF SUCH COURT IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO YOU, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.
At Company’s sole discretion, it may require you to submit any disputes arising from the use of these Terms of Service or the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Iowa law.
WAIVER AND SEVERABILITY
No waiver of or by the Company of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
CHANGES TO THE TERMS OF SERVICE
The date these Terms of Service was last revised is identified at the top of this page.
We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction sections will not apply to any disputes for which the parties have actual notice prior to the date the change is posted on the Website.
Your continued use of the Website following the posting of revised Terms of Service means that you accept and agree to the changes. You are responsible for periodically visiting this page to ensure that you are aware of any changes, as they are binding on you.