This ContraBrand Business Agreement (the "CBA") is between Brandman Network, LLC dba ContraBrand, LLC, any successors or assignees of Brandman Network, LLC or ContraBrand, LLC, or any other ContraBrand entity set forth in an Order Form, Schedule or Order Form provided by ContraBrand, LLC or Brandman Network, LLC ("ContraBrand") and the person or organization agreeing to these terms ("Customer" or “you”). ContraBrand and Customer are each referred to as a “Party” and collectively as the “Parties.” This CBA governs access to and use of the Products, Services and Training Materials, as well as the referral or resale of applicable Products by Customer for potential commission fees. This CBA, each applicable Order Form (if any), the ContraBrand Privacy Policy found at: https://www.contrabrand.agency/contrabrand-home1625711986198, the ContraBrand Acceptable Use Policy made available on the Platform, and any Additional Terms or Schedules provided by ContraBrand and signed by the Customer are collectively referred to as the "Agreement”. By clicking "I agree", signing your Order Form for the Services, or paying for or using the Products, Services or Training Materials, you agree to the Agreement as a Customer.

If you are agreeing to this Agreement for access to or use of the Products, Services or Training Materials by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these terms, otherwise you must not sign up for the Services.

1. Services.

1.1 Provision. The Agreement governs access to and use of the Services, and any related Products and Training Materials. Subject to Customer’s compliance with the terms set forth herein, ContraBrand hereby grants to Customer, a limited, revocable, non-exclusive license to use the Products and Services for Customer’s training and educational purposes and in accordance with the Agreement; provided, however, that in the event that Customer is an authorized Customer-Reseller hereunder, ContraBrand hereby grants Customer a limited, revocable, non-exclusive, license to refer or resell certain Product(s) approved by ContraBrand for referral or resell to Customer’s Clients in accordance with the terms of this Agreement and as further specified in Section 6, below. This license is non-transferable, non-sublicensable, and will be fully paid up upon Customer’s payment of the applicable Fees. 

 

1.2 Training Materials. Subject to Customer’s compliance with the terms set forth herein, ContraBrand hereby grants to Customer, a limited, revocable, non-exclusive, license to use the Training Materials solely in connection with the Services and in accordance with the Agreement for Customer’s sole educational purposes. This license is non-transferable, non-sublicensable, and will be fully paid up upon Customer’s payment of the Fees.

 

1.3 Third Parties. Customer acknowledges that ContraBrand may use or provided access to certain third-party websites, technology, or content in connection with the Products, Services and Training Materials provided hereunder, and Customer hereby agrees to the foregoing. Customer acknowledges and agrees that under no circumstances will ContraBrand be liable in any way for any content or materials of any third parties (including the materials provided by End Users), including, but not limited to, for any errors or omissions in any content, inaccuracy of content in the Products, Services or Training Materials, or for any loss or damage of any kind incurred as a result of the use of any such content. Customer agrees that Customer must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

2. Customer Payment.

2.1 Fees. Customer will pay ContraBrand all applicable Fees, in the currency and pursuant to the payment terms indicated on an Order Form, Schedule, proposal, the Platform, or via Direct Message or email by ContraBrand. Customer hereby authorizes ContraBrand to charge Customer for all applicable Fees using Customer's selected payment method, and Customer will issue the required purchasing documentation. Customer will have a right to a full refund if Customer requests a refund by emailing support@brandmannetwork.com within seven (7) days of registering and paying for an account (“Refund Window”), and; Customer acknowledges that refunds will not be processed if requested in any other manner. No other communication of any sort pertaining request for refund will be acknowledged. Notwithstanding the foregoing, ContraBrand retains the right to revise Customers’ rights to refund (or lack thereof) at any time by setting forth refund terms on the Platform or in any business presentations (“Updated Refund Terms”), and in the event of any conflict between the Refund Window set forth this Section 2.1 and the refund terms set forth in the Updated Refund Terms, the terms set forth in the Update Refund Terms will control. Except as set forth herein or in any Updated Refund Terms, fees and payment of any kind are non-refundable except as required by law.

 

2.2 Payment. Customer will pay ContraBrand invoices on the payment interval set forth in the Order Form, Schedule, proposal, Platform or other documentation summarizing payment that is provided or made accessible by ContraBrand to Customer. ContraBrand may suspend or terminate the Services if Fees are past due. Customer will provide complete and accurate billing and contact information to ContraBrand or to Customer's reseller.

 

2.3 Taxes. Fees are exclusive of taxes and Customer is responsible for all Taxes. 

 

2.4 Withholding Taxes. Customer will pay ContraBrand net of any applicable Withholding Taxes. 

 

2.5 Auto-renewals and Trials. IF CUSTOMER HAS ALREADY PROVIDED A PAYMENT METHOD TO CONTRABRAND FOR RECURRING CHARGES AND CUSTOMER ELECTS TO SET CUSTOMER’S ACCOUNT TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD, CONTRABRAND MAY CHARGE AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS CUSTOMER NOTIFIES CONTRABRAND THAT CUSTOMER WANTS TO DISABLE AUTO-RENEWAL OR CANCEL THE SERVICES IN ACCORDANCE WITH SECTION 2.2. ContraBrand may revise Services rates by providing the Customer at least thirty days' notice prior to the next charge. Automatic renewals are covered in greater detail in Section 3.2, below. 

 

2.6 Purchase Orders. If Customer requires the use of a purchase order or purchase order number, Customer: (i) must provide the purchase order number at the time of purchase; and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void. 

 

2.7 No Refunds. ContraBrand Products, Services or Training Materials purchased on a limited-subscription basis may be cancelled, and such cancellations take effect at the end of your then-current subscription term (for example, if Customer is on a paid monthly subscription the cancellation will take effect the following month, but if Customer is on a paid yearly subscription the cancellation will take effect the following year). Notwithstanding the foregoing, and for the avoidance of doubt, except as expressly set forth herein, all Fees and payments of any kind are non-refundable and non-creditable, except where required by law. 

3. Subscriptions.

3.1 Services Term. Unless otherwise set forth on an Order Form, Schedule, Platform or other written communication by an authorized ContraBrand representative (email sufficing), the Services, and corresponding access to and use of certain Products and Training Materials, will be sold in accordance to the payment and access terms made available via email, an order page, on the Platform or as otherwise communicated by ContraBrand, and; Customer agrees that ContraBrand reserves the right to limit or modify access or usage rights to the Products, Services and Training Materials at any time upon notice. ContraBrand will deliver the Services, and certain Products or Training Materials (as applicable) to Customer for the Services Term, which will be identified by ContraBrand on the Order Form, Platform, Schedule, or via email. The Services, and access to any corresponding Products and Training Materials, provided by ContraBrand will vary depending on the Tier chosen and paid for by the Customer. Access to certain Products or Training Materials may be available for a limited amount of time.

 

3.2 Automatic Renewals. Customer acknowledges and agrees that following the Initial Services Term or a Renewal Term, Customer’s subscription to the Services may automatically renew for a Renewal Term at the then-current subscription Tier and Customer further agrees that if Customer purchased the Services online via a self-serve mechanism and provided a payment method to ContraBrand for recurring charges, ContraBrand may charge that card for the Services or access to Products or Training Materials upon renewal. ContraBrand will specify which Services, Products or Training Materials will be subject to automatic renewal via email Order Form, on the Platform or in a Customer Communication, and; ContraBrand will set forth any details regarding Customer’s ability to opt-out of any such automatic renewal. In the event that such details regarding a party’s ability to opt-out of automatic renewal are not made available, either party may opt-out of automatic renewal by providing the other Party with written notice of termination at least thirty days prior to the expiration of the then-current Services term. 

4. Customer Obligations.

4.1. Registration. Customer and its End Users may need to register for an End User Account to place orders or to access or use the Products, Services or Training Materials. Account information must be accurate, current, and complete, and Customer agrees to keep this information up-to-date.

4.2. Customer Administration. If made possible by ContraBrand, Customer may be able to specify End Users as Administrators. In such event, Administrators may be able to: (a) access, disclose, restrict access to, or remove Customer Data; (b) purchase additional licenses, capacity, or other applicable quantity for the Services; and (c) provision, monitor, restrict, or terminate access to the Services by End Users. Customer is responsible for maintaining the confidentiality of passwords and Admin Accounts, and managing access to Admin Accounts. ContraBrand’s responsibilities do not extend to the internal management or administration of the Services for Customer. 

 

4.3 End Users.

4.3.1. Responsibility. Customer is responsible for use of the Products, Services and Training Materials by its End Users. Customer will obtain and maintain from End Users any consents necessary to allow Administrators, if any, to engage in the activities described in the Agreement and to allow ContraBrand to deliver the Services.

4.3.2. Unauthorized Use or Access. Customer will prevent unauthorized use of the Products, Services and Training Materials by its End Users and terminate any unauthorized use of or access to the Products, Services and Training Materials. The Services are not intended for End Users under the age of 13 if they reside in the United States or 16 if they reside anywhere else. If the law where the End User resides requires that the End User must be older in order for ContraBrand to lawfully provide the Services to the End User without parental consent, the End User must be that older age. Customer will ensure that it does not allow any person under 13 residing in the United States, or 16 if they reside anywhere else, to use the Services. Customer will promptly notify ContraBrand of any unauthorized use of or access to the Services.

 

4.4 Restrictions. Customer will not: (a) sell, resell, or lease the Services or Training Materials; (b) use the Services, Training Materials or Products for activities where use or failure of the foregoing could lead to physical damage, death, or personal injury; (c) reverse engineer the Services, Training Materials or Products, or request, attempt or assist anyone else to do so, unless this restriction is prohibited by law; (d) use the Services, Training Materials or Products, including the export or re-export of Customer Data, in violation of Export Control Laws; (e) violate or circumvent any Service Limits of the Services or otherwise configure the Services to avoid Service Limits (if any), or allow any usage of the Services by any third parties other than Customer’s employees or contractors; (f) access the Products, Services or Training Materials for the purpose of building a Competitive Product or Competitive Service, or copying its features or user interface; (g) use the Products, Services or Training Materials for evaluation, benchmarking, or other comparative analysis intended for publication without ContraBrand’s prior written consent; (h) remove or obscure any proprietary or other notices contained in the Products, Services or Training Materials, including in any reports or output obtained from the Services, or; (i) use or permit the Products, Services or Training Materials to be used for any illegal or misleading purpose. For the purposes of this Section 4, “Competitive Service” means any business that provides marketing, social media or other promotional training services to marketers or marketing agencies, and; “Competitive Product” refers to any products, courses, video, or training content (regardless of the form) related to marketing, social media training or are in any way similar to the Products that may be provided in connection with this Agreement. For the avoidance of doubt, “Competitive Service” does not include any act of Customer or its employees or agents providing training services to Customer’s Client(s), and; any instance of Customer distributing Products to Customer’s Client(s) will not be deemed a violation of this Section 4.4. 

 

4.5 Compliance. Customer and its End Users must use the Services in compliance with the any Acceptable Use Policy (“AUP”) published or otherwise made accessible by ContraBrand. Further, Customer, its End Users and Customer’s Client(s) must use the Products in compliance with the terms of this Agreement and any AUP. Customer will comply with laws and regulations applicable to Customer's use of the Services, and use and referral of Products. Customer will not take any action that would cause ContraBrand to violate the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, or any other applicable data protection, anti-bribery, anti-corruption, or anti-money laundering law. Customer must satisfy itself that the Services, Training Materials, and Products are appropriate for its purposes, taking into account the nature of the foregoing.

5. Customer Data.

5.1 Customer Data Use. This Agreement constitutes Customer’s instructions to ContraBrand to Process Customer Data. ContraBrand, ContraBrand personnel and its Subcontractors will only Process, access, use, store, and transfer Customer Data as Customer instructs in order to deliver or improve the Services and to fulfill ContraBrand’s obligations in the Agreement. 

5.2 Third-Party Requests. Customer is responsible for responding to Third-Party Requests. Customer will seek to obtain information required to respond to Third-Party Requests and will contact ContraBrand only if it cannot comply with the Third-Party Request despite diligent efforts.

5.3 Aggregate/Anonymous Data. Customer agrees that ContraBrand will have the right to generate aggregate and anonymous data based on End Users’ use of the Products, Services and Training Materials and this data is owned by ContraBrand. ContraBrand may use this data for its business purposes during or after the term of this Agreement (including without limitation to develop and improve ContraBrand’s products and services and to create and distribute reports and other materials). For clarity, ContraBrand will not disclose any aggregate or anonymous data externally in a manner that could reasonably identify Customer or its End Users. Customer is not responsible for ContraBrand’s use of aggregate or anonymous data.

5.4 Takedown Requests. If Customer receives any take down requests or infringement notices related to Customer Content or Products, it must promptly: (i) stop using such Customer Content or the related item with the Products and Services; and (ii) notify ContraBrand. If ContraBrand receives any take down requests or infringement notices related to Customer Content or Products, ContraBrand may respond in accordance with its policies, and may notify and consult with the Customer on next steps.

6. Customer Resale and Referrals.

6.1. Overview. If Customer has purchased access to the Products, Services, and Training Materials offered in a Tier set forth on the Platform which authorizes Customer to refer or resell certain Services, or has otherwise received written authorization from ContraBrand authorizing Customer to refer or resell certain Products offered in connection with the Services (“Resale Tier”), this Section 6 (Customer Resale and Referrals) applies. This Section 6 does not apply to any Customers only purchasing access to Tier 1 or any other Tier which does not specifically grant Customer resale or referral authority. 

6.2. Appointment; Restrictions.

6.2.1. Appointment. If Customer has paid for access to a Resale Tier, subject to Customer’s compliance with the terms and conditions herein, ContraBrand hereby authorizes Customer to refer or resell certain Products made available for referral or resale by ContraBrand to Customer’s Clients as determined by the specific Resale Tier, during the Term, subject to this Agreement. Customers authorized to refer or resell Products under this Section are heretofore referred to as “Customer-Reseller(s)”. 

6.2.2. Restrictions; Non-Solicit. Customer is not authorized to and will not, on its own accord or on its behalf: (i) sell or refer any Product(s) to Customer’s Clients on terms that permit Customer’s Clients to resell or further distribute the Product(s); (ii) sell or refer any Product(s) to any Customer’s Client if that sale or referral obligates ContraBrand to comply with additional terms or conditions without the ability to review and accept them; (iii) sell or refer any Product(s), Training Materials or services that are similar to those provided by ContraBrand to any third party not expressly authorized hereunder, or; (iv) use any Services, Training Materials, Product(s) or any Confidential Information of ContraBrand that Customer may acquire, to develop, assist in the development of, or support any product, which competes, or could reasonably be expected to compete with ContraBrand. Customer hereby agrees that Customer and its End Users will not solicit any employees, clients, customers, or partners of ContraBrand’s during the Term and for a period of twelve (12) months thereafter. For the avoidance of doubt, the restrictions set forth in Section 6.2.2(iii – iv) apply to all Customers. 

6.3. Referral and Resale Process. 

6.3.1. Resale Notifications. From time to time, ContraBrand will notify Customer-Resellers of Products that are available for referral or resale by Customer-Resellers (“Resale Products”) by one or more communication options set forth in this Section 6.3 (“Resale Notification(s)”). Resale Notification(s) will be made by ContraBrand via email, Direct Message, or by posting an announcement or updating the list of available Resale Products on the Platform. ContraBrand may also list Resale Products that Customer-Reseller may refer or resell under a mutually executed Schedule or Order Form. ContraBrand will specify which Products may be resold, as opposed to referred in a Resale Notification. 

6.3.2. Referral Links. Unless (i) ContraBrand provides direct copies of or access to Resale Products and authorizes Customer to resell and distribute those exact Resale Products to Customer’s Clients, or (ii) sets forth another process in a Resale Notification (the foregoing Section 6.3.2(i) – (ii), “Direct Resale”), ContraBrand will provide Customer-Reseller with links to the ContraBrand Client Platform or a similar ContraBrand website or app, which Customer’s Clients may access in order to utilize the Product(s) that are referred or resold by Customer-Reseller hereunder (“Referral Links”). Referral Links will be made available in a Resale Notification or may be provided by ContraBrand in any other manner chosen by ContraBrand. In order to be eligible to receive Rev Share Fees, Customer-Reseller must provide Referral Links to Customer’s Client(s). Customer acknowledges that certain Referral Links may only be available for a limited time, and further acknowledges that Customer’s Clients may only have access to certain Products (that are not Evergreen Products) for a limited period of time. ContraBrand will inform Customer of which Products and Referral Links will be available for limited periods of time, and will also inform Customer of the duration of time such Products and corresponding Referral Links will be accessible by Customer’s Client(s) (“Limited Access Period”). In the event a Referral Link expires as a result of the Limited Access Period expiring, Customer’s Clients may be able to receive renewed access to the relevant Products or receive updated Referral Links by paying for a renewed subscription. In the event that ContraBrand authorizes Direct Resale, (i) the details regarding distribution logistics will be set forth in a Resale Notification, and; (ii) ContraBrand may require Customer-Reseller to agree to additional supplemental resale terms (“Supplemental Resale Terms”).  

6.4. Requirements for Client Access to Client Portal. Once a Client clicks on a Referral Link, such Client will be directed to the Client Platform where Customer’s Clients may be prompted to agree to ContraBrand Terms of Service and make payment. Customer acknowledges and agrees that no Client may access or use the Products unless and until such Client has: (i) accepted ContraBrand’s then-current Terms of Service or service agreement (if any), and; (ii) made payment of Client Fees to ContraBrand for access to relevant Products that were referred or resold by Customer-Reseller. Customer will be responsible for informing all Customer’s Clients of the foregoing. Access by Clients to, and referral by Customer of, certain Products may be subject to Additional Product Terms, as specified in Resale Notification or otherwise agreed upon by the Parties in writing. 

6.5. Rev Share Payment and Taxes.

6.5.1. Generally. Subject to Customer’s compliance with this Agreement, ContraBrand will pay Customer-Reseller the applicable Rev Share Fees set forth by ContraBrand, and decided in ContraBrand’s sole discretion, in the corresponding Resale Notification, Schedule or as otherwise mutually agreed upon in writing by the parties. All payments will be in U.S. Dollars, and ContraBrand will make payments by ACH, wire transfer or other payment method chosen by ContraBrand. In the event that Customer-Reseller prefers a payment method other than ACH or wire transfer, Customer-Reseller may request to receive payment using a specified alternative payment method and ContraBrand may, in its sole discretion, agree to make payment using such payment method.    

6.5.2. Process. Customer-Reseller will provide ContraBrand with Customer-Reseller’s Banking Information required to make payments. Customer-Reseller is solely responsible for ensuring that its Banking Information is accurate and current. Customer-Reseller is responsible for any fees, such as wire transfer fees, charged by any intermediary banks involved in a funds transfer. ContraBrand will not be responsible for any payments not received due to Customer-Reseller failing to provide complete and accurate Banking Information.

6.5.3. Timing. ContraBrand will aggregate all Rev Share Fees payable to Customer-Reseller under this Agreement and may pay the aggregate Rev Share Fees to Customer-Reseller on a monthly or quarterly basis during the Term (“Payment Cycle”). In the event of any change from monthly payments to quarterly payments, ContraBrand will provide Customer with reasonable notice prior to such change. Payments will be made within thirty days following the end of the calendar quarter, or; if ContraBrand chooses to make payments on a monthly basis, ContraBrand will make payments within 30 days of the of each month in which Customer-Reseller earned Rev Share Fees. Any payment which falls due on a weekend or public holiday will be due on the business day immediately preceding the weekend day or public holiday. Notwithstanding the foregoing, in the event that ContraBrand makes a payment to Customer-Reseller for a Client that later requests and receives a refund from ContraBrand, Customer-Reseller will owe ContraBrand for any such payment amounts misclassified as Rev Share Fee and paid by ContraBrand to Customer-Reseller for that Client (“Refunded Rev Share Fee”), and Client will pay ContraBrand any such Refunded Rev Share Fee within 30 days of request by ContraBrand. ContraBrand also reserves the right to deduct and offset such fees from any future payments made to Customer-Reseller for any Refunded Rev Share Fee(s) owed but not yet paid to ContraBrand. 

6.5.4. Payment Threshold. ContraBrand may choose to only make Rev Share Fee payments to the Customer-Reseller if the aggregate Rev Share Fee(s) for the applicable quarter, or quarters, are higher than an amount set forth on the Platform (if any) (“Payment Threshold”). In the event ContraBrand opts to implement a Payment Threshold, if the aggregate Rev Share Fee(s) in any applicable Payment Cycle, are lower than the Payment Threshold, then ContraBrand will not pay Customer-Reseller in such Payment Cycle, but will combine that payment with the payment for the following Payment Cycle, until the total amount owed by ContraBrand to Company exceeds the Payment Threshold. To illustrate, by way of example only, if the then-current Payment Cycle is monthly, and Payment Threshold is $100, if a Customer-Reseller has only earned $50 worth of Rev Share Fees in a given month, ContraBrand may withhold payments for that month, and combine such earned Rev Share Fees with those of the immediately following month; if the Customer-Reseller earns $75 in the following month, ContraBrand will make a payment of $125 days during such following Payment Cycle. Notwithstanding the foregoing, if no Rev Share Fee(s) have been paid after two consecutive Payment Cycles due to Rev Share Fee(s) not meeting the Payment Threshold, ContraBrand will pay Customer-Reseller all Rev Share Fee(s) that are payable hereunder within thirty days following the end of the second consecutive Payment cycle in accordance with the payment terms set forth in this Section 6. Upon termination or expiration of this Agreement, ContraBrand will pay all remaining, unpaid and undisputed Rev Share Fee(s) to Customer-Reseller within 90 days of such expiration or termination.

6.5.5. Taxes. Customer-Reseller will be responsible for paying all Taxes, if any, on the Rev Share Fee(s). If ContraBrand is required to pay or collect any Taxes, then Customer-Reseller will, upon ContraBrand’s written request, reimburse ContraBrand for these Taxes within a reasonable amount of time following the delivery of such request, not to exceed 90 days.

6.6. Excessive Commitments. Any commitment made by Customer or by Customer’s End Users to a Client(s) with respect to delivery, modifications, interfacing capability, or suitability of a Product or Service, or any warranty in excess of the standard warranties provided by ContraBrand in ContraBrand’s online Terms of Service or Additional Product Terms, will be Customer’s sole and exclusive responsibility and liability. Agreements entered into between Customer and its Clients or any other third parties will not be binding on ContraBrand.

6.7. Training. ContraBrand may require Customer’s personnel to complete certain training, and Customer will cooperate with ContraBrand to ensure its personnel do so, at Customers’s expense. ContraBrand will provide reasonable prior notice to Customer, either through the Platform or email, of training requirements. 

6.8. Customer Use of Client Data. In the event that Customer’s Client(s) provides Customer-Reseller with any data or other information in connection with their purchase or use of the Products, Customer-Reseller will use or access a Customer’s Client’s data only as necessary to fulfill its obligations under this Agreement or facilitate Client’s use of the Product(s). 

6.9. Agency Authorization. Customer hereby authorizes ContraBrand to use any information submitted by Customer to ContraBrand to: (i) market, promote, and deliver the Services; and (ii) to manage, administer, and improve ContraBrand’s referral and reseller program. If Customer provides any Client information, Customer hereby represents and warrants that it obtained the necessary permissions and authorizations to do so. 

6.10. No Obligation to Provide Access. Notwithstanding anything in the foregoing to the contrary, Customer hereby acknowledges and agrees that ContraBrand may reject or choose to deny any Client access to the Product(s) or Client Platform in ContraBrand’s sole discretion. Rejected Clients will not be charged for Product(s), and ContraBrand will issue refunds to Customer’s Clients for any Products or Services purchased but denied access by ContraBrand. 

6.11. Client Suspension and Termination. 

6.11.1 For Cause. Customer hereby acknowledges and agrees that ContraBrand may suspend or terminate any Client’s account or access to any Product(s) or the Client Platform if such Client: (i) breaches ContraBrand’s Terms of Service or any other Additional Terms; (ii) poses a security risk to ContraBrand, or; (iii) behaves inconsistently with the terms of this Agreement or AUP. If ContraBrand rejects a Client referred by Customer-Reseller, it may notify Customer-Reseller either in writing or by automated means. 

6.11.2. For Convenience. Customer further acknowledges and agrees that ContraBrand retains the right to terminate the Customer’s Clients’ access to the Product(s) or Client Portal for any reason; provided, however, that in the event that ContraBrand exercises this right to terminate such access for convenience under this Section 6.11.2, ContraBrand will provide a pro rata refund of any Client Fees prepaid by Client, and Customer-Reseller will be entitled to retain or receive any Rev Share Fees paid or payable by ContraBrand.

6.12. Product Pricing

6.12.1. List Price. ContraBrand reserves the right to change the List Price for a Product at any time by providing reasonable notice to Customer (email or Resale Notification sufficing). As of the Effective Date, the List Price does not include Taxes. ContraBrand may in its sole discretion choose to include Taxes at any time and, notwithstanding the first sentence of this section, no advance notice is necessary if ContraBrand changes the List Price to include Taxes.    

6.12.2. Special Terms. ContraBrand may, in its sole discretion, offer to modify certain ordering terms with respect to pricing, length of Limited Access Term, or other similar issues. ContraBrand and Customer will work together to determine special terms on a case-by-case basis and will create a process for executing transactions where special terms apply, provided that any special terms must be agreed upon by ContraBrand in writing.

7. Confidential Information.

7.1. Use and Non-Disclosure. Except as expressly authorized by ContraBrand in writing otherwise, the Customer will hold in confidence and not use or disclose any Confidential Information. Customer will: (i) take reasonable measures to protect the ContraBrand’s Confidential Information including at least those measures it takes to protect its own confidential information of a similar nature; and (ii) not disclose Confidential Information to any third parties. Customer may disclose Confidential Information to its employees, advisors and consultants who have a need to know the Confidential Information, if that employee, advisor or consultant is bound to restrictions at least as protective of Confidential Information as those set forth in this Agreement. For the avoidance of doubt, any Customer may also disclose Confidential Information that includes Products to Customer’s Clients; provided, however, that Customer agrees to inform Customer’s Clients that such materials are Confidential Information and may not be shared with any third parties.

7.2. Exceptions. Confidential Information does not include information that: (i) is or becomes generally known or available to the public, through no act or omission of Customer; (ii) was known, without restriction, prior to receiving it from ContraBrand; (iii) is rightfully acquired from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; (iv) or is independently developed without access to any Confidential Information of ContraBrand.

7.3. Permitted Disclosure. Customer may disclose Confidential Information to the extent required by any law or regulation if it gives ContraBrand reasonable advance notice, to the extent permitted, so that ContraBrand can seek to prevent or limit such disclosure. 

7.4. Remedies. Customer acknowledges that a disclosure of Confidential Information in violation of these terms would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by Customer, ContraBrand will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

8. Suspension. ContraBrand may suspend Customer’s access to the Services, Products or Training Materials if Customer’s account is overdue. ContraBrand may also suspend Customer’s access to the Services, Training Materials, or Products ContraBrand determines, in its sole discretion, that: (a) Customer has breached any portion of this Agreement, or (b) suspension is necessary to prevent a Security Emergency, provided that ContraBrand will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. ContraBrand will have no liability for taking action as permitted above. For the avoidance of doubt, Customer will remain responsible for payment of Fees during any suspension period under this Section 8. However, unless this Agreement has been terminated, ContraBrand will cooperate with Customer to promptly restore access to the Services once it verifies that Customer has resolved the condition requiring suspension.

8. Intellectual Property Rights.

8.1 Reservation of Rights. Except as expressly set forth herein, the Agreement does not grant: (a) ContraBrand any Intellectual Property Rights in any Customer Content; or (b) Customer any Intellectual Property Rights in the Services, Training Materials, Products, ContraBrand Marks or any other materials or Confidential Information provided or made accessible to Customer or Customer’s Clients hereunder. Customer acknowledges that it is obtaining only a limited right to use the Services, Training Materials and Products as expressly set forth herein, and a limited authorization to refer or direct Clients to the Products sold hereunder. Notwithstanding the foregoing, and irrespective of any use of the words “purchase”, “sale”, “resale”, “reseller” or similar terms, no ownership rights of any kind are transferred to Customer (or its End Users or Clients) under this Agreement.

8.2 Customer License to ContraBrand. Customer hereby grants ContraBrand a non-exclusive, royalty-free, perpetual, irrevocable, worldwide right and license to reproduce, distribute, publicly display and publicly perform, and otherwise use: (i) any Customer Content provided to ContraBrand for promotional purposes, to improve ContraBrand services and products and for ContraBrand’s internal business use, and; (ii) any Customer Marks for customer reference, marketing and promotional purposes. 

8.3 Customer Talent Release; Third Party Release. Customer, on behalf of itself and its End Users, hereby grants permission and the right to ContraBrand to photograph and record Customer and its End Users, and to use Customer’s and End Users’ name, likeness, voice, image, persona, signature and biographical information (“Customer Likeness”) in connection with any Customer Content, ContraBrand marketing materials, interviews, case studies, videos, and production of future ContraBrand training materials, content, products or services, including reproduction or simulation thereof, in any form of media or technology now known or hereafter developed (including, but not limited to, film, video, live stream and digital or other electronic media). Customer hereby releases and discharges ContraBrand from any and all claims Customer may have in connection with ContraBrand’s use, display, dissemination or exploitation of any Customer Content, or ContraBrand interviews, videos, products, training materials, services or ContraBrand marketing materials that use or incorporate Customer Likeness , including but not limited to, any claims for defamation, intellectual property infringement, violation of any moral or artist rights, and/or any right of privacy or publicity. In order to grant the rights and licenses in and to the Customer Content to ContraBrand, Customer will obtain all necessary rights, licenses, waivers and permissions, including without limitation rights to any music, other audio, images, likenesses and other content appearing in the Customer Content from any other relevant third parties so that ContraBrand may use the Customer Content as contemplated herein, and upon ContraBrand’s written request will provide written evidence of such permission. Customer will also assist ContraBrand in obtaining all necessary rights, licenses, waivers and permissions of any individual who participates in any Customer Content provided in connection with the promotional activities performed hereunder (“Participants”).

8.4 Feedback. ContraBrand may use, modify, and incorporate into its products and services, license and sublicense, any Feedback that Customer, End Users or Customer’s Clients may provide without any obligation to Customer, End Users or Customer’s Clients. Customer agrees to: (i) and hereby does, assign to ContraBrand all right, title, and interest in any Feedback; and (ii) provide ContraBrand any reasonable assistance necessary to document and maintain ContraBrand’s rights in the Feedback.

9. Term & Termination.

9.1. Agreement Term. The Agreement will remain in effect for the Term.

9.2. Termination. Either Party may terminate the Agreement, including all Order Forms or Schedules, if: (i) the other Party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; or (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days. ContraBrand may terminate this Agreement and suspend Customer’s access to the Products Services, and Training Materials if required to do so by law or for repeated violation by Customer of the Acceptable Use Policy and as otherwise expressly set forth herein.

9.3. Effects of Termination. If the Agreement terminates: (a) except as set forth in this Section and except for any licenses to any Evergreen Products, the rights and licenses granted by ContraBrand to Customer will cease immediately; (b) except for any Evergreen Products or Evergreen Training Materials provided hereunder, Customer will delete (or, at ContraBrand’s request, return) any and all copies of any ContraBrand Products, Training Materials, code, documentation, passwords or access codes, and any other ContraBrand Confidential Information in Customer’s possession, custody, or control, and; (c) Customer may, prior to termination, request reasonable additional time to download or export any Evergreen Training Materials or Products purchased hereunder, provided that ContraBrand may charge Customer for this extended access based on ContraBrand’s then-current standard fees. 

9.4. Survival. The following sections will survive expiration or termination of the Agreement: Section 2, Section 4.3 – Section 4.5, Section 5.2 – 5.3, Section 6.2.2, Section 6.4, Section 6.5.3, Section 6.6, Section 6.8 – 6.10, Section 7, Section 8, Section 9, Section 10.3-10.4, Section 11 – 16. and any other terms that by the nature would need to survive termination.

10. Indemnification.

10.1. By Customer. Customer will indemnify, defend, and hold harmless ContraBrand from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any Claim against ContraBrand and its affiliates regarding: (a) Customer Content; (b) Customer Marks; (c) Customer’s or Customer’s End Users’ use of the Products, Services or Training Materials in violation of the Agreement; (d) any of Customer’s Clients acts or omissions pertaining to their access or use of the Services and Products, and; (e) breach of any restrictions set forth herein.

10.2. By ContraBrand. ContraBrand will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any Claim against Customer to the extent based on an allegation that ContraBrand’s Products or Training Materials infringes upon any copyrights of a third party. In no event will ContraBrand have any obligations or liability under this section arising from: (a) use of any Products, Services or Training Materials in a modified form or in combination with materials not furnished by ContraBrand; and (b) any content, information, or data provided by Customer, End Users, or other third parties.

10.3. Possible Infringement. If ContraBrand believes the Product, Services or Training Materials or may be alleged to infringe a third party's Intellectual Property Rights, then ContraBrand may: (a) obtain the right for Customer, at ContraBrand's expense, to continue using the Products, Services or Training Materials; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the relevant Product(s), Services or Training Materials so that they no longer infringe. If ContraBrand does not believe the options described in this section are commercially reasonable, then ContraBrand may suspend or terminate Customer's use of or access to the affected Products, Services or Training Materials, with a pro-rata refund of prepaid fees for the Services or Software.

10.4. General. The Party seeking indemnification will promptly notify the other Party of the claim and cooperate with the other Party in defending the claim. The indemnifying Party will have full control and authority over the defense, except that: (a) any settlement requiring the Party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (b) the other Party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE CONTRABRAND’S ONLY REMEDY UNDER THE AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

11. Disclaimers.

11.1. Generally. THE PRODUCTS, SERVICES, TRAINING MATERIALS, TRAINING SESSIONS, CONSULTATIONS, RECOMMENDATIONS, VIDEOS, MARKETING OR OTHER INSIGHTS, AND ANY RELATED DOCUMENTATION, ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, CONTRABRAND AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. CONTRABRAND MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT PRODUCTS, SERVICES, TRAINING MATERIALS, RECOMMENDATIONS OR INSIGHTS WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, INCLUDING ANY EXPECTATIONS REGARDING EFFICACY OR SUCCESS OF FUTURE MARKETING CAMPAIGNS, CLIENT SATISFACTION OR ENGAGEMENT OR FINANCIAL RETURN, OR THAT THE PRODUCTS, SERVICES, OR TRAINING MATERIALS WILL BE PROVIDED IN A TIMELY, UNINTERRUPTED OR ERROR-FREE MANNER. CONTRABRAND WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER PROPERTIES, CUSTOMER CONTENT, CLIENT CONTENT, CLIENT EXPECTATIONS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-CONTRABRAND SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS). CONTRABRAND WILL NOT BE LIABLE OR RESPONSIBLE FOR THE SUCCESS OR FAILURE OF CUSTOMER’S USE OF THE PRODUCTS OR SERVICES, INCLUDING THE SUCCESS OR FAILURE OF ANY ENGAGEMENTS OR TRANSACTIONS BETWEEN CUSTOMER AND CUSTOMER’S CLIENTS. CUSTOMER IS RESPONSIBLE FOR USING THE PRODUCTS, SERVICES, AND TRAINING MATERIALS IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN.

12. Limitation of Liability.

12.1. Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR BREACHES OF SECTION 7 (CONFIDENTIALITY) AND CUSTOMER'S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR CONTRABRAND AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THE AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.2 Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, CONTRABRAND’S AGGREGATE LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE LESSER OF $500 OR THE AMOUNT PAID BY CUSTOMER TO CONTRABRAND HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. FOR FREE ACCESS SUBSCRIPTIONS, TRIALS, OR TEST PRODUCTS, CONTRABRAND’S TOTAL LIABILITY WILL NOT EXCEED, IN AGGREGATE, FIFTY U.S. DOLLARS ($50).

12.3. Failure of Essential Purpose. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 13 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY CONTRABRAND SERVICES OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

13. Disputes.

13.1. Informal Resolution. Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other Party through the notice procedures in Section 14.6. If a dispute is not resolved within thirty days of notice, Customer or ContraBrand may bring a formal proceeding.

13.2. Arbitration. Customer and ContraBrand agree to resolve any claims relating to the Agreement or the Services through final and binding arbitration, except as set forth below. This includes disputes arising out of or relating to the interpretation or application of this “Arbitration” subsection, including its scope, enforceability, revocability, or validity. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Atlanta, GA, or any other location both parties agree to in writing. The arbitrator may award relief only individually and only to the extent necessary to redress Customer’s or ContraBrand’s individual claim(s); the arbitrator may not award relief on behalf of others or the general public. ContraBrand’s past, present and future affiliates and agents may invoke ContraBrand’s rights under this “Disputes” Section in the event they become involved in a dispute with Customer; otherwise, these Terms do not give rights to any third parties.

13.3. Exception to Arbitration. Either Party may bring a lawsuit in the federal or state courts of Atlanta, Georgia solely for injunctive relief to stop unauthorized use or abuse of the Services, Products, Training Materials, Confidential Information or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Customer and ContraBrand consent to venue and personal jurisdiction there.

13.4. NO CLASS ACTIONS. CUSTOMER MAY ONLY RESOLVE DISPUTES WITH CONTRABRAND ON AN INDIVIDUAL BASIS AND WILL NOT BRING A CLAIM IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED.

13.5. Severability. If any part of this “Disputes” section is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this “Disputes” section will be unenforceable in its entirety. If you are found to have a non-waivable right to bring a particular claim or to request a particular form of relief that the arbitrator lacks authority to redress or award according to this “Disputes” section, then only that respective claim or request for relief may be brought in court, and you and we agree that litigation of any such claim or request for relief shall be stayed pending the resolution of any individual claim(s) or request(s) for relief in arbitration.

14. Miscellaneous.

14.1. Terms Modification. ContraBrand may revise this Agreement from time to time and the most current version will be posted on the ContraBrand website. If a revision, in ContraBrand's sole discretion, is material, ContraBrand will notify Customer (by, for example, sending an email to the email address associated with the applicable account, by notifying Customer via the Platform, etc.). Other revisions may be posted to ContraBrand's blog or terms page, and Customer is responsible for checking these postings regularly. By continuing to access or use the Products, Services or Training Materials after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within thirty days of receiving notice of the change; provided, however, that no refund or credits will be granted to Customer.

14.2. Entire Agreement. The Agreement supersedes any prior agreements or understandings between the Parties, and constitutes the entire agreement between the Parties related to this subject matter. Further, this Agreement applies to and governs any Products, Services or Training Materials provided by ContraBrand prior to the Effective Date. Any Additional Terms, Customer invoices, and the Order Forms executed by the Parties, are hereby incorporated into the Agreement by this reference.

14.3. Interpretation of Conflicting Terms. If there is a conflict between the documents that make up the Agreement, the documents will control in the following order: the invoice, Additional Terms, Order Form (but only as it pertains to details regarding payment or length of subscription term), the CBA. The terms and conditions, including any pricing information, of the Agreement will be considered Confidential Information of ContraBrand. Customer agrees that any terms and conditions on a Customer purchase order will not apply to the Agreement and are null and void. If End Users are required to click through terms of service in order to use the Products, Services or Training Materials, those click through terms are subordinate to this Agreement and the Agreement will control if there is a conflict. In the event any terms pertaining to payment requirements set forth by ContraBrand on the Platform, via email or Direct Message or in another written agreement, the terms of the foregoing, solely as they pertain to payment, shall control in the event of any conflict between the terms therein and the terms of this CBA .

14.4. Governing Law. THE AGREEMENT WILL BE GOVERNED BY GEORGIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.

14.5. Severability. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.

14.6. Notice. Notices must be sent via email, first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to ContraBrand must be sent to ContraBrand Legal at Sean@ContraBrand.agency and any other addresses or email addresses set forth on the Platform.

14.7. Waiver. A waiver of any default is not a waiver of any subsequent default.

14.8. Assignment. Customer may not assign or transfer the Agreement or any rights or obligations under the Agreement without the written consent of ContraBrand, except that Customer may assign the Agreement to the surviving entity in connection with a merger, acquisition, or sale of all or substantially all of its assets by providing written notice to ContraBrand. ContraBrand may assign this Agreement freely. 

14.9. No Agency. ContraBrand and Customer are not legal partners or agents.

14.10. Force Majeure. Except for payment obligations, neither ContraBrand nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the Party's reasonable control (for example, natural disaster, pandemic or epidemic, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).

14.11. No Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement. Without limiting this section, a Customer's End Users are not third-party beneficiaries to Customer's rights under the Agreement.

15. Definitions.

"Acceptable Use Policy" means the acceptable use policy set on the ContraBrand website(s) or app(s).

"Account Data" means the account and contact information submitted to the Services by Customer or End Users.

“Additional Terms” means additional terms that apply to certain Products, Services or Training Materials as set forth in a Customer Announcement, Schedule, an Order Form, or as otherwise posted on the Platform.

"Administrator" means a Customer-designated technical End User who administers the Services to End Users on Customer's behalf, through multiple tiers. If ContraBrand has not made it possible to create multiple End User Accounts per Customer, the sole End User account registered will also be the Administrator. 

"Admin Account" means an administrative account provided to Customer by ContraBrand for the purpose of administering the Services. In the event that ContraBrand issues only one account per Customer, this account will also be the Admin Account.

"Affiliate" means any entity that controls, is controlled by or is under common control with a Party, where "control" means the ability to direct the management and policies of an entity.

“Banking Information” means the Customer’s banking information necessary for ContraBrand to pay applicable Rev Share Fees (if any) hereunder. In the event that ContraBrand agrees to make payments using a payment method other than ACH or wire transfer, Banking Information also refers to all information necessary for ContraBrand to make payment using the agreed-upon alternative payment method.

"Claim" means a claim by a third party, including a regulatory penalty.

“Client(s)” means any third party direct, paying customers or clients of Customer seeking marketing, branding or promotional assistance from Customer. 

“Client Fees” means any fees charged by ContraBrand that Customer’s Clients must pay in order to access the Product(s) referred by Customer.

“Client Platform” means the ContraBrand app(s) or website(s) through which certain Products are made available to Customer’s Clients that have purchased access to such Product(s).

"Confidential Information" means information disclosed by ContraBrand to the Customer that is identified as confidential at the time of disclosure or should be reasonably known by the Customer to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Products, information or insights contained in the Services, Training Materials, and the terms and conditions of this Agreement shall be deemed Confidential Information of ContraBrand without any marking or further designation.

“Customer Announcement(s)” means any announcements by ContraBrand related to the Products, Services, or Training Materials, including Resale Notifications. Customer Announcements may be made by way of a post on the Platform, email, Direct Message or any other form of written communication provided by ContraBrand to customers or End Users. 

“Customer Content” means any videos, audio recordings, photographs, or other materials or content provided by Customer to ContraBrand for use by ContraBrand, or provided by Customer in connection with the Services.

"Customer Data" means Stored Data, Account Data, and messages, comments, structured data, images, and other content submitted to the Services by Customer or End Users.

“Direct Message” means any messages sent through the Platform.

"Effective Date" means the date this CBA is entered into by the Parties, either by acceptance online or by the signing of an Order Form.

"End Users" means users of Customer’s Services account. End Users may include Customer’s and its Affiliate’s employees, consultants, agents, representatives, students or any other person authorized by Customer to use the Services through Customer’s account.

"End User Account" means a ContraBrand hosted account provisioned by Customer through the Services for Customer as a whole or an End User (if ContraBrand creates any such individualized accounts).

"EU Data Protection Laws" means, to the extent in force and applicable from time to time, those laws implementing the EU General Data Protection Regulation (2016/679) and any implementing laws in each EU member state.

“Evergreen Products” means Products which Customer and, if applicable, Customer’s Client(s) may use in perpetuity so long as Customer and, if applicable, Customer’s Client(s) comply with the terms and conditions set forth herein pertaining to the use of such Products.

“Evergreen Training Materials” means Train Materials that Customer may use in perpetuity so long as Customer complies with the terms and conditions set forth herein pertaining to the use of such Products.

"Export Control Laws" means all applicable export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State.

"Feedback" means any feedback, ideas, comments, or suggestions related to the Products, Services, Training Materials or ContraBrand’s business generally that Customer or End Users may send ContraBrand, post in ContraBrand’s forums or make publicly available. Feedback may include oral or written comments, suggestions, error reports, and analysis.

"Fees" means the amounts for the Products, Services and/or Training Materials set forth online or in another Customer Announcement, or as otherwise invoiced or communicated to Customer by ContraBrand.

"Initial Service Term" means the term for access to the applicable Services beginning on the Provisioning Date and continuing for the duration set forth on the Order Form, Schedule or Customer Announcement, or the duration of time for the relevant Tier purchased by Customer and described online or in another written communication provided by ContraBrand.

"Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.

“List Price” means ContraBrand’s then-current retail price for the Product(s) that are available for referral or resale, and set forth on the Platform or as otherwise communicated by ContraBrand, as in effect from time to time during the Term and determined by ContraBrand in its sole discretion. List Price does not include Taxes unless in accordance with the process set forth herein. 

"Order Form" or “Schedule” means an ordering document, order page, or user interface through which Customer purchases a subscription to the Services or enables access to the Products, Services, or Training Materials.

“Products” means any marketing training materials, including on-demand training videos, courses, modules, documents, guides or other similar documents provided or made accessible by ContraBrand in connection with the Services and which Customer-Resellers may resell to Customer’s Clients. 

"Personal Data," "Process," and "Processing" have the meaning given to those terms in the EU Data Protection Laws.

“Platform” means the ContraBrand app(s) or website(s) through which the Products, Services and Training Materials are made available to Customer. 

"Provisioning Date" is the date upon which ContraBrand makes the Products, Services or Training Materials available to Customer.

"Renewal Term" means, unless otherwise agreed to in writing by the Parties, the renewal term of the same duration as the Initial Services Term or preceding Renewal Term.

“Rev Share Fee” means the percentage of any payments received from Customer’s Clients for the purchase of ContraBrand Products as set forth in a Resale Notification or as otherwise specified by ContraBrand (email sufficing). 

"Security Emergency" means: (i) use of the Services that does or could disrupt the Services, other customers' use of the Services, or the infrastructure used to deliver the Services; or (ii) unauthorized third-party access to the Services.

"Services" means the marketing training and coaching services purchased by Customer and as described in greater detail online for each respective Tier.

"Service Term" means the Initial Service Term and all Renewal Terms for the applicable Services.

"Service Limits" means access, use, End User or other limits on Customers use of the Products, Services or Training Materials as described on the Platform or in the applicable Order Form or product description page.

"Subcontractor" means an entity to whom ContraBrand subcontracts any of its obligations under the Agreement.

"Taxes" means any sales, use, value added, goods and services, consumption, excise, local stamp, or other tax, (including but not limited to ISS, CIDE, PIS, CONFINS), duty or other charge of any kind or nature excluding tax that is based on ContraBrand's net income, associated with the Services or Software, including any related penalties or interest.

"Term" means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of all applicable Service Terms; or (ii) the Agreement is terminated as set forth herein.

“Tier” means one or more levels of access to certain Products, Services, and/or Training Materials, and authorization to refer or resell certain Products, as set forth on the Platform, in a Schedule, Order Form, email or other written communication provided by ContraBrand. “Tier 1” and “Tier 2” are described in greater detail on the Platform. 

“Training Materials” means any training materials provided or made accessible by ContraBrand in connection with the Services provided hereunder that provide insights, recommendations, best practices, roadmaps or guides and are intended to assist Customer in the development and improvement of Customer’s marketing agency or efforts. Training Materials are not available for resale, and; for the avoidance of doubt, are considered ContraBrand Confidential Information and must not be shared with any third parties. 

"Third-Party Request" means a request from a third-party for records relating to an End User's use of the Services including information in or from an End User Account (including information related to Customer’s Clients), or from Customer's Services account. Third-Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users, or an End User's authorized representative, permitting a disclosure.

"Withholding Taxes" mean any income taxes that are imposed on ContraBrand or Customer's reseller in which Customer is required by law to withhold or deduct on the payment to ContraBrand or Customer's reseller.