Terms and Conditions | Pertaining to:
BRAMEWAVE ELEMENTS DESIGN AND WEBSITE SERVICES
THESE ARE THE TERMS AND CONDITIONS (“Agreement”) APPLICABLE TO THE PURCHASE AND SALE OF DESIGN AND WEBSITE RELATED SERVICES AMONG YOU (“Customer”, “you” or “your”) AND BRAMEWAVE ELEMENTS INC. (“Bramewave Elements, “us”, “we” or “our”). IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOTIFY BRAMEWAVE ELEMENTS WITHIN THREE (3) DAYS OF YOUR ORDER AND THE SERVICES WILL BE CANCELED WITH NO FURTHER OBLIGATIONS BY EITHER PARTY EXCEPT PAYMENT FOR WORK ALREADY EXECUTED SUCH AS DESIGN AND DEVELOPMENT COSTS OF A WEBSITE WHICH ARE NOT REFUNDABLE UNDER ANY CIRCUMSTANCES. FAILURE TO NOTIFY BRAMEWAVE ELEMENTS OF CANCELLATION WITHIN SUCH PERIOD SHALL BE DEEMED TO INDICATE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS, AND AGREE TO BE BOUND BY THEM. IN ADDITION, YOU MAY ELECT TO PURCHASE ADDITIONAL SERVICES FROM BRAMEWAVE ELEMENTS, OR THEIR PARTNERS AND/OR OTHER THIRD PARTIES, WHICH HAVE THEIR OWN TERMS AND CONDITIONS, AGREEMENTS AND ACCEPT ABLE USE AGREEMENTS, ASIDE FROM THIS AGREEMENT. THOSE AGREEMENTS SHOULD BE PRESENTED TO YOU AT THE TIME OF PURCHASE AND/OR ACCOUNT LOGIN, AND IT IS YOUR OBLIGATION TO REVIEW, ACCEPT AND ABIDE BY THOSE AGREEMENTS AS WELL AS THIS AGREEMENT. TERMS AND CONDITIONS FOR ALL OF OUR SERVICES CAN BE FOUND ON: http: //www.bramewaveelements.com/
1. PAYMENT
The Customer agrees to pay Bramewave Elements for all services rendered. If the Customer exceeds the specified limits for any part of the Services, additional fees will be applied based on the posted rates. All rates are exclusive of applicable federal, state, and local taxes. For any overdue amounts, the Customer agrees to pay interest at a rate of 1.5% per month (18% annually) or, if this rate exceeds the legal maximum, at the highest rate permitted by law.
Additionally, the Customer agrees to cover all costs associated with collection, including litigation expenses and reasonable attorney fees. The Customer also agrees to execute any financing statements or other instruments requested by Bramewave Elements. A collection fee of $50 (USD) will be charged for each dishonored check. A $50 (USD) fee will also be applied for:
- Late payments,
- Payments made with insufficient funds,
- Denied or invalid credit card numbers, or
- Reinstating service terminated due to nonpayment.
Payments are considered late if not received by the 15th of the month.
2. CUSTOMER OBLIGATIONS FOR WEBSITE CREATION, MAINTENANCE AND CANCELLATION
The Customer is responsible for the following:
1. Providing Content: Supplying Bramewave Elements with all necessary information, data, text, music, sound, images, photographs, graphics, videos, messages, tags, and custom images (including designs, pamphlets, brochures, logos, and other materials) for website development, except for content provided by Bramewave Elements.
2. Communication for Modifications: Contacting Bramewave Elements for any changes, modifications, or enhancements to the website or services from the date of purchase.
3. Feedback: Providing feedback within ten (10) days of the site’s publication for changes related to site design and development. Lack of communication from the Customer will be considered approval to submit the site to search engines.
4. Cancellation Notice: Informing Bramewave Elements via email if the Customer decides to cancel or discontinue services starting from the date of sale. If no notification is provided, Bramewave Elements will assume the Customer is satisfied and will begin billing the monthly service fee. Initial setup costs (Design and Development costs) will be charged upon the first publication of the website and are non-refundable.
5. Internet Connectivity: Ensuring access to the internet to utilize and manage the website, send and receive emails, and perform other online activities.
6. Privacy Compliance: Not sharing personal information gathered from website visitors with third parties without obtaining the visitor’s consent.
7. Updating Contact Information: Providing Bramewave Elements with current and accurate contact information (including email and fax) to facilitate communication.
8. Age Representation: Confirming that the Customer is at least eighteen (18) years old and responsible for supervising the activities of any underage users.
9. Intellectual Property Compliance: Ensuring that all website content provided does not infringe upon the intellectual property rights or any other rights of third parties, and obtaining any necessary permissions to use proprietary information.
10. Accuracy of Information: Verifying the accuracy of all materials provided to Bramewave Elements, including website content, claims, warranties, business details, and contact information.
3. FEES ON REFUNDABLE
The Customer acknowledges that all fees and annual or monthly charges are non-refundable..
4. DESIGN AND DEVELOPMENT SERVICES
The design and development of the site begin immediately after recorded order verification. The initial non-refundable payment is due upon signing the contract. Recurring payments are due upon the publishing of the first draft of the website, which may include temporary pages such as “Coming Soon” or “Under Construction.” The Customer has up to five (5) days after the website’s publication to request two rounds of reasonable changes. After this period, further changes can be made as monthly updates according to the Customer’s service plan.
5. ONGOING SERVICES
Service commencement is based on recorded order verification and starts on the date when the first draft of the website is published and accessible online, known as the site’s “origination date” or “active date.” Upon cancellation, the Customer will receive a final invoice reflecting any remaining balance due. The Customer agrees to pay all fees incurred and billed via credit card, check, direct billing, or third-party billing arrangement. Direct billing payments are due upon receipt of the invoice. Bramewave Elements reserves the right to modify its hosting fees at any time without prior notice to the Customer.
6. IDENTITY DESIGN SERVICES
Depending on the service level purchased, Bramewave Elements will create a brand identity design tailored to meet your reasonable expectations.
Logo Design Service: Includes an initial interview, presentation of three (3) initial designs, and up to two (2) rounds of requested revisions to the selected design.
Business Card and Collateral Design Services: Includes presentation of one (1) initial design and up to one (1) round of revisions to the selected design, unless specified otherwise in the service agreement. The business card design service includes a standard one-sided 3.5″ x 2″ card. The letterhead design service covers one-sided standard letterhead size (8.5″ x 11″) and one-sided standard #10 envelope size (9.5″ x 4.13″). Non-standard sizes, double-sided designs, die-cuts, Microsoft Word template design, and other collateral designs can be added upon request for an additional fee. Business card design also includes typesetting for one (1) name with contact information, which must be submitted before the design process begins. All collateral design services will use elements from the logo and complementary graphics but do not include illustration, hand-drawing, hand coloring, or logo design.
Client-Provided Materials: Bramewave Elements may request sample artwork or other materials to be incorporated into the brand identity design. All materials must be provided electronically via email or file upload. Larger files can be delivered on a CD or uploaded to Dropbox by prior arrangement. Bramewave Elements may request resubmission of images if they do not meet quality standards. Work on the brand identity design will not begin until all requested materials and proof of rights are received. All submitted materials should be copies, not originals, as Bramewave Elements will not return them. Failure to provide requested materials within fifteen (15) days may result in cancellation of the work order without refund or credit.
Client-Provided Logo Design: If you provide a logo for use in business card or collateral designs, Bramewave Elements will use it if it meets quality standards. If not, they will offer to recreate the logo in vector format for an additional fee. Design work for business cards or letterhead will begin after final approval of the logo design.
Satisfaction and Limitations: Bramewave Elements will strive to meet your satisfaction, but cannot guarantee that all requests will be fulfilled if they are unreasonable or beyond the scope of the service. Once the approved brand identity design is delivered via email, Bramewave Elements’ obligations under this Agreement are considered complete, and they are not responsible for further revisions or communications with vendors. Additional design requests will incur hourly fees. Cancelling the service after work has begun will result in a termination fee based on the hours invested.
7. LIMITATIONS
Bramewave Elements aims to create a brand identity design that aligns with your expectations. However, Bramewave Elements does not guarantee that all expectations will be met if requests are unreasonable or beyond the scope of the service. Your feedback is essential at every step of the process. Failing to provide timely and reasonable feedback may delay or hinder the service’s completion. Bramewave Elements is not responsible for any additional fees, time, or costs incurred due to delays caused by lack of feedback, including your failure to initiate the process. If you do not respond to the initial interview request within fifteen (15) days, your account will be deemed inactive, and the service will be terminated without any refunds or credits. If feedback is delayed for more than fifteen (15) days, your unfinished brand identity design may be archived and will require additional fees to reactivate.
Bramewave Elements reserves the right to refuse any design direction that involves the exploitation of children, includes pornographic or offensive content, uses copyrighted or trademarked materials of others, infringes on intellectual property rights, harasses, defames, or slanders any individual, or for any other reason deemed inappropriate at Bramewave Elements’ discretion. Bramewave Elements has the right, but not the obligation, to back up or archive your brand identity design prior to delivery.
All services, resulting products, and copies are the exclusive property of Bramewave Elements and are protected by United States copyright laws and international treaties. Upon final delivery, Bramewave Elements grants you all rights, titles, and interests in the brand identity design and any products resulting from the purchase of services. Except as specifically granted in this agreement, Bramewave Elements does not provide any express or implied rights under its patents, copyrights, trademarks, or trade secrets. Bramewave Elements may display the final product as-is or with modifications online, in marketing materials, or in other contexts at its sole discretion.
Logos developed by Bramewave Elements are provided without any warranty or guarantee regarding your ability to obtain trademark, copyright, or similar protections in any jurisdiction. Bramewave Elements disclaims all liability for any infringement of intellectual property or other rights of third parties. Bramewave Elements is not responsible for providing legal advice on potential trademark or copyright issues related to the proposed designs. You should consult your own attorney for any such concerns.
8. MAINTENANCE AND ALTERATIONS AFTER DELIVERY
The Services cover only the initial creation of a brand identity design and do not include ongoing maintenance or significant modifications.
9. AVAILABILITY OF SERVICES
Subject to the terms and conditions of this Agreement, as well as Bramewave Elements’ policies and procedures, Bramewave Elements will make commercially reasonable efforts to provide the Services from Monday to Friday, 9:00 AM to 5:00 PM EST, excluding holidays, throughout the duration of this Agreement.
You acknowledge and agree that the Services may occasionally be unavailable or inoperative for various reasons, including but not limited to: (i) equipment malfunctions; (ii) scheduled maintenance or repairs conducted by Bramewave Elements; or (iii) circumstances beyond Bramewave Elements’ reasonable control or not foreseeable, such as telecommunication or digital transmission failures, network congestion, hostile network attacks, or other disruptions.
You understand and accept that Bramewave Elements cannot guarantee continuous or uninterrupted service availability.
10. PRINTING SERVICES
Bramewave Elements offers printing services through a third-party company, including printing, cutting, packaging, and shipping printed materials to the client-specified address. Standard shipping is typically handled by UPS Ground.
Bramewave Elements is not liable for any materials lost in the mail or during transit. Printed materials are shipped the next business day once they are assembled and packaged. Bramewave Elements is not responsible for any client-provided materials that may be offensive, inaccurate, or illegal. The colors displayed on the client’s monitor may not accurately reflect the printed product, as monitors generally display at 72 dpi in RGB format, while printing is done at 300 dpi or higher using the CMYK color model. As a result, colors may appear brighter on the screen than in print.
Bramewave Elements will provide the client with an online proof for approval. The client is responsible for reviewing marterials for errors (ie spelling, grammer, and content). Bramewave Elements is not responsible for any printing materails that contain errors once the printing process has completed, we will work closely with the client to insure that all errors are addressed prior to starting the printing process. Once the client approves the proof, any additional changes will incur a proofing fee of $25 per revision. Since each order is customized, it has no resale value; therefore, All Sales Are Final. If an error is identified as the printer’s fault, Bramewave Elements will request a reprint on behalf of the client. No refunds or credits will be issued under any circumstances.
Clients must notify Bramewave Elements within three business days of accepting their order if any defects are found. To receive a replacement, the client must return 100% of the received product at their own expense within seven days of delivery. Any additional charges for expedited services, such as rush printing or shipping, are non-refundable, including cases where orders are returned for any reason.
11. CUSTOMER OBLIGATION ON USAGE OF BRAMEWAVE ELEMENTS SERVICES
Customers must use the Services in a way that does not interfere with or disrupt other network users, services, or equipment. Bramewave Elements reserves the right to terminate or suspend services without notice if it determines that such interference or disruption is occurring. This includes, but is not limited to:
1. Mass Distribution of Messages: Engaging in the large-scale distribution of messages, such as bulk emails or unsolicited spam emails, or distributing messages widely to inappropriate mailing lists, newsgroups, or other public or private forums.
2. Spread of Malicious Software: Propagating computer worms, viruses, or other malicious software.
3. Unauthorized Access and Security Probing: Using the network to gain unauthorized access to other computational, informational, or communication devices or resources. This includes any unauthorized security probing activities or attempts to assess the security of a network or host system without proper permission.
12. BRAMEWAVE ELEMENTS RIGHT TO TERMINATE THE SERVICES
Bramewave Elements reserves the right to deny, terminate, or suspend services without notice if, in its sole discretion, the Customer uses the Services in a manner that violates or may potentially violate the following standards. Bramewave Elements also reserves the right to reject, alter, modify, or remove any website, domain name, URL address, or any website content (including but not limited to language, words, text, photographs, designs, drawings, graphics, images, symbols, or logos) that it deems inappropriate:
1. Infringement: Engaging in or facilitating the infringement of any third-party proprietary rights, including copyrights, trademarks, domain names, trade secrets, or patents. By using the service, the Customer assures that any name or word used as part of the URL does not infringe on any third-party rights. The Customer also warrants that there is a legitimate intention to use the URL for commercial or personal purposes and not merely for “cybersquatting” (i.e., acquiring a URL with the intent to sell it to a third party).
2. Legal Violations: Violating any federal, state, county, or municipal laws, regulations, governmental agency orders, or court orders.
3. Offensive Content: Publishing or sharing content that promotes bigotry, racism, discrimination, hatred, or profanity; content that is disparaging, defamatory, libelous, or an invasion of privacy; content that provides instructions for illegal activities or physical harm to any group, individual, institution, or property; or content that infringes on third-party proprietary rights
4. Misrepresentation: Implying that the website is associated with Bramewave Elements or any of its affiliates or contractual partners, or that these parties endorse the Customer’s products or services.
5. Pornographic or Obscene Content: Hosting or transmitting illegal or obscene material or content that promotes illegal activities. Bramewave Elements reserves the right to immediately suspend or terminate any site or transmission that violates this policy. Any fees paid by the Customer for services will be retained as compensation for the time required to address the issue. Furthermore, Bramewave Elements will cooperate with law enforcement and government agencies to provide information regarding such violations.
6. Violence: Promoting or inciting violence.
7. Defamation and Privacy Invasion: Publishing content that is disparaging, defamatory, libelous, or that invades the privacy of others.
8. Illegal Activities: Promoting or providing instructions on illegal activities, or encouraging illegal or criminal behavior.
9. Deception and Fraud: Engaging in, promoting, or facilitating consumer fraud, drug use, drug dealing, pyramid schemes, gambling, or any other illegal activities.
10. Defamation of Bramewave Elements: Intentionally subjecting Bramewave Elements, its affiliates, employees, or stockholders to public scorn, ridicule, or defamation.
13. NO WARRANTIES OR GUARANTEES
The services are offered on an “as is” and “as available” basis. Bramewave Elements’ total liability and the Customer’s sole remedy for any service failure under this Agreement, or for the performance or non-performance of any obligation, is limited to a refund of the amounts paid to Bramewave Elements for the period during which the contracted services were disrupted or not properly delivered. The entire liability of Bramewave Elements for any website errors (excluding errors caused by the Customer) is limited to correcting such errors upon receiving notice from the Customer.
EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, THE CUSTOMER USES THE SERVICE AT THEIR OWN RISK. BRAMEWAVE ELEMENTS DISCLAIMS ALL WARRANTIES TO THE CUSTOMER, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES ARISING FROM USAGE, TRADE PRACTICE, OR A COURSE OF DEALING. BRAMEWAVE ELEMENTS DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
Bramewave Elements shall not be liable for any other loss, injury, cost, or damage incurred by the Customer or any third party, and will not be held responsible for any consequential, special, indirect, or incidental damages—including, but not limited to, loss of business profits, business interruption, or data loss—resulting from the use of the website and any information available on it, or from delays or the inability to use the site or its information, even if Bramewave Elements has been informed of the potential for such damages.
These limitations and exclusions regarding damages apply even if any remedy fails to meet its essential purpose. Certain jurisdictions do not permit the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Unless expressly stated otherwise in this Agreement, Bramewave Elements disclaims all warranties to the Customer, whether expressed or implied, including implied warranties of merchantability and fitness for a particular purpose.
14. NOT LIABLE TO THIRD PARTIES
Bramewave Elements shall not be liable to any third parties for any direct, incidental, or consequential losses or damages, whether foreseeable or not, including, but not limited to, damages for loss of profits, income, business opportunities, injury, or any other loss arising directly or indirectly from the use of the Service or website. This limitation applies even in cases of negligence, misconduct, errors, or omissions by Bramewave Elements, including its employees, representatives, agents, or technical operations.
The Customer assumes full responsibility for:
1. Securing all necessary authorizations to use third-party intellectual property (e.g., copyrights and trademarks) or information;
2. Securing all necessary authorizations for hypertext links to third-party websites;
3. Ensuring the accuracy of materials provided to Bramewave Elements, including but not limited to website content, descriptive claims, warranties, guarantees, business nature, and contact information; and
4. Ensuring that the website content provided does not infringe upon or violate the intellectual property rights or any other rights of third parties. Bramewave Elements shall not be liable and will be held harmless for any content provided by the Customer that infringes or violates the rights of third parties, including but not limited to publicity, privacy, patents, copyrights, trademarks, trade secrets, or licenses. Bramewave Elements disclaims responsibility for any content, goods, or services available through the website or for the quality or accuracy of any information on the website. Bramewave Elements does not endorse, warrant, or guarantee any products or services offered through the website and will not monitor or be a party to any transactions between the Customer and third-party purchasers. This includes, but is not limited to, sales of goods or services, credit card transactions, banking or securities transactions, or any business, service, or merchandise agreements. BRAMEWAVE ELEMENTS DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES TO THIRD-PARTY USERS OF THE WEBSITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
15. INDEMNITY
The Customer agrees to defend, indemnify, and hold harmless Bramewave Elements, along with its officers, directors, employees, agents, and affiliates, from and against:
1. Any and all losses, damages, or deficiencies resulting from third-party claims against Bramewave Elements in connection with the Website (including, but not limited to, website content) or the URL.
2. Any and all losses, costs (including reasonable attorney’s fees), expenses, damages, assessments, or judgments (collectively, ‘Liabilities’) resulting from claims related to the Website.
3. Any third-party claim or demand, including reasonable attorney’s fees, arising out of or related to the Content.
4. All costs and expenses related to any actions, suits, proceedings, claims, demands, assessments, or judgments, regardless of merit, including Bramewave Elements’ reasonable legal fees and expenses (whether related to the above or to Bramewave Elements’ enforcement of its rights to defense and indemnification).
16. SUSPENSION AND TERMINATION RIGHTS
Bramewave Elements reserves the right to suspend or terminate services, with or without notice, if it determines, at its sole discretion, that the Customer has failed to fulfill their obligations under this Agreement.
17. INTELLECTUAL PROPERTY AND “BUY OUT”
All content provided by the Customer to Bramewave Elements for inclusion on the website will remain the sole and exclusive property of the Customer. The Customer acknowledges ownership of the content or that they have legal rights to use it. Except for the Customer’s ownership of their content, all rights to the website, including but not limited to the URL address, HTML coding, scripts, copyrights, domain names, and other intellectual property, shall remain exclusively with Bramewave Elements. If the Customer wishes to acquire proprietary or copyright ownership rights to the website (referred to as the ‘Buy Out’ option) upon termination of the services, they must obtain written permission from Bramewave Elements and pay a royalty fee equivalent to twelve (12) times the then-current monthly fee paid for the service. This transfer of rights will only include the URL address, website, and its underlying HTML code as developed for the Customer by Bramewave Elements, excluding any rights to Bramewave Elements’ software, trade secrets, methodologies, processes, proprietary functions, know-how, and intellectual property, such as copyrights, trademarks, patents, Content Management System (CMS), and trade secrets, which will remain the exclusive property of Bramewave Elements and its suppliers, affiliates, partners, and licensors.
18. AGREEMENT GOVERNED BY STATE OF OHIO
This Agreement shall be governed by the laws of Montgomery County, Ohio, without regard to conflict of law principles. The Customer agrees that any legal action related to the breach or enforcement of this Agreement must be brought exclusively in a federal or state court located in the city of Kettering, Ohio. The Customer consents to the jurisdiction of these courts and waives any right to challenge jurisdiction or request a change of venue. This Agreement constitutes the entire agreement between the parties regarding its subject matter and may only be waived, modified, or supplemented through a written agreement signed by both parties. If any provision is found invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
19. NO WAIVER OF RIGHT
Bramewave Elements’ failure to enforce any of its rights under this Agreement or applicable laws does not constitute a waiver of those rights. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the parties and the court shall make efforts to uphold the intent of the provision, while the remaining provisions shall continue to remain in full force and effect.
20. AMENDMENT
This Agreement represents the complete understanding between the parties regarding its subject matter. The Customer may not waive, modify, or supplement this Agreement, either in part or in whole, without written consent or amendment from Bramewave Elements. Bramewave Elements reserves the right to modify or revise the Terms and Conditions of this Agreement at its discretion. Any such changes will be communicated to the Customer in accordance with the Notice provisions outlined in Section 21. The Customer will be considered to have accepted and be bound by these changes unless they cancel the service.
21. CUSTOMER NOTICE
Notice to the Customer will be considered effective when:
Sent via email to the Customer’s last known email address, or if unavailable, when mailed via first-class U.S. mail with sufficient postage to the Customer’s last known mailing address; or
Posted at https://www.bramewave.com/terms.html, with updates made periodically. Customers may also provide notice by calling Bramewave Elements at 937-466-1105.
22. NO AGENCY OR ANY OTHER SPECIAL RELATIONSHIP
This Agreement does not establish any agency, employment, partnership, joint venture, franchise, or other special relationship between you and Bramewave Elements. Neither party is authorized to assume obligations or make representations, warranties, or commitments on behalf of the other party or its affiliates, whether expressed or implied, nor to bind the other party or its affiliates in any manner.
23. ABOUT BRAMEWAVE ELEMENTS
BRAMEWAVE ELEMENTS is a provider of brand identity design and consulting. It is our policy to ensure your complete satisfaction.