Terms of USE

This Policy was last updated on January 19, 2024

This Brand Strategy Digital Solution Agreement (this “Agreement”) sets forth the obligations and conditions between you (“Purchaser”) and White Glove Labs, Inc., a Tennessee corporation (“Provider”), relating to your use of Brandopotamus (BP), a Brand Strategy Digital Solution, and its Modules, as defined below in this Agreement. Your use of and access to the Digital Solution and all of its Modules is expressly conditioned on your acceptance of this Agreement and the associated documents referred to in the Agreement.

By Clicking the “I Agree” Icon below or by using the Digital Solution and/or its Modules (as defined below), you agree to be bound by the Terms and Conditions of this Agreement. If you do not agree to any Term of the Agreement, do not purchase the Digital Solution and/or it Modules, and exit immediately by clicking the “I Do Not Agree” Icon below.

The Terms and Conditions of this Agreement are as follows:

1. Digital Solution and its Modules

a. Provider grants to Purchaser and Purchaser accepts from Provider, a limited, non-exclusive, non-transferable right to access and use the Digital Solution solely for Purchaser’s internal business use. The Digital Solution shall not be used by Purchaser for, or on behalf of, third parties that are not authorized under this Agreement. Purchaser shall use its best efforts to ensure that the Digital Solution is used solely in accordance with the terms and conditions of this Agreement. Purchaser acknowledges that its right to use the Digital Solution will be based only pursuant to the terms of this Agreement and the Digital Solution will not be installed on any servers and/or other computer equipment owned or controlled by Purchaser or otherwise provided to Purchaser.
b. The use of the Digital Solution by Purchaser pursuant to this Agreement shall be subject to any acceptable privacy policy or other agreements or policies applicable to the Website or any other applicable website used to access the Digital Solution and/or its Modules.

2. Intellectual Property Rights

a. Purchaser acknowledges that all rights, title, and interest in and to the Digital Solution and all of its Modules together with its codes, sequences, derivative works, organization, structure, interfaces, any documentation, data, trade names, trademarks, or other related materials (collectively, the “Provider IP”), is, and at all times shall remain, the sole and exclusive property of Provider. The Provider IP contains trade secrets and proprietary information owned by Provider and is protected by United States copyright laws (and other laws relating to intellectual property). Except the right to use the Digital Tool, as expressly provided herein. This Agreement does not grant to Purchaser any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered) or any other rights or licenses with respect to the Digital Solution and its Modules.
b. Purchaser shall not attempt, directly or indirectly, to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse compile, disassemble, reverse engineer, download, transmit or distribute all or any portion of the Digital Solution and its Modules in any form or media or by any means.
c. The provisions of this paragraph 2 shall survive termination of this Agreement.

3. Purchase Fee and Refund Policy

a. Purchaser shall pay to Provider the fee (the “Purchase Fee”) in the amount that Provider has entered and agreed to pursuant to the pricing page for this Agreement.
b. The Purchase Fee is a one time flat rate which includes a 1 year license of the Digital Solution and/or its Modules allowing access to the Digital Solution and/or its Modules for the duration of one year. After this time, the Digital Solution and/or it Modules will no longer be accessible.
c. Purchaser is required to provide a valid credit card payment to Provider and shall take all necessary steps to authorize automatic payment of the Purchase Fee. By agreeing to this Agreement, Purchaser hereby authorizes Provider to automatically charge said method of payment. If for any reason, automatic payment shall be denied, then Provider has the right, without liability, to immediately bar access to the Purchaser’s Digital Solution and/or its Modules.
Any additional payment terms between Provider and Purchaser shall be agreed to in writing and set forth in an invoice, billing agreement, or other written document.
d. The Purchase fee is fully refundable if the Purchaser is not satisfied with the Digital Solution and/or its Modules. To receive a full refund, the Purchaser will be asked to fill out a survey where the Purchaser can provide the specific details of what was not satisfactory about the Digital Solution and/or its Modules. Once the survey has been completed, and the Provider’s Team has reviewed, a full refund will be issued to the Purchaser’s credit card that was used and authorized for the initial sale.

4. Other Polices. The following additional policies apply to and are part of this Agreement:

a. Privacy Policy.
The Privacy Policy, posted at brandopotamus.com, as such policy may change from time to time, applies only to the Digital Solution and/or its Modules and does not apply to any third party site or service linked to the Digital Solution and/or its Modules or recommended or referred to through the Digital Solution and/or its Modules, or by Provider’s employee.

5. Confidentiality.

a. In addition to, and in no way limiting the requirements relating to the Provider IP as set forth in Section 2 of this Agreement, Purchaser shall use its reasonable efforts (but in no case less than the efforts used to protects its own confidential or proprietary information of a similar nature) to protect all proprietary, confidential, and non-public information pertaining to or in any way connected to the Digital Solution; the Provider’s financial, professional. or other business affairs, and this Agreement (the “Confidential Information”).
b. Purchaser shall not disclose or publicize the Confidential Information without the Provider’s prior written consent.
c. Purchaser shall use its reasonable efforts (but in no case less than the efforts used to protect its own confidential or proprietary information of a similar nature) not to disclose and not to use the Confidential Information for their own benefit or for the benefit of any other person, third-party, firm or corporation in a manner inconsistent with the purpose of this Agreement.
d. The terms of confidentiality and non-disclosure contained herein shall expire five (5) years from the date of the termination of this Agreement.
e. The restrictions on disclosure shall not apply to information which was: (i) generally available to the public at the time of disclosure, or later available to the public other than through fault of the Purchaser; (ii) already known to the Purchaser prior to disclosure pursuant to this Agreement; (iii) obtained at any time lawfully from a third-party under circumstances permitting its use or disclosure to others; or (iv) required by law or court order to be disclosed.

6. Limited Warranty. Provider warrants that it has the power and authority to grant the purchase for the Digital Solution and its Modules granted to Purchaser in this Agreement. Except for the warranty set forth herein, the Digital Solution and/or its Modules are provided “as is,” and Provider disclaims any and all other warranties, express or implied, including without limitation and implied warranties of merchantability, fitness for a particular purpose, or non-infringement of Intellectual Property Rights. Without limiting the generality of the foregoing (i) Provider has no obligation to indemnify or defend Purchaser against claims related to infringement of Intellectual Property Rights and (ii) Provider further does not warrant that the Digital Solution and/or its Modules will operate uninterrupted or error-free.

7. Limitation of Remedy and Liability. Purchaser represents that it accepts sole and complete responsibility for: (a) the selection of the Digital Solution and/or its Modules to achieve Purchaser’s intended results; (b) use of the Digital Solution and/or its Modules; and (c) the results obtained from Digital Solution and/or its Modules. Purchaser shall not assert any claims against Provider based upon theories of negligence, gross negligence, strict liability, fraud, or misrepresentation, and Purchaser shall defend Provider from any demand or claim, and indemnify and hold Provider harmless from any and all losses, costs, expenses, or damages including reasonable attorneys’ fees, directly or indirectly resulting from Purchaser’s use of the Digital Solution and/or Modules.To the maximum extent permitted by applicable law, in no event shall Provider be liable for any special, incidental, indirect, consequential, punitive, exemplary or damages whatsoever (including ,without limitation, damages for loss of business profits, business interruption, loss of business information, or any other Pecuniary loss) arising out of the use and or inability to use the Digital Solution and/or its Modules, whether based upon contract, warranty, tort, negligence, strict liability or otherwise. Even if Provider has been advised in advance of the possibility of such damages, and even if such damages were foreseeable. And even if Purchaser’s remedies fail of their essential purpose.If applicable law limits the application of the provisions of this Section 7, Provider’s liability will be limited to the maximum extent permissible. In any event, under no circumstances shall Provider be liable for any loss, costs, expenses, or damages to Purchaser in an amount exceeding the Purchaser Fee actually paid to Provider by Purchaser for the purchase of the Digital Solution and/or its Modules.

8.Miscellaneous.

a. Purchaser Warranty.
Purchaser warrants: (i) that it has accurately identified itself through during the purchasing process and will maintain the accuracy of such identification; and (ii) that it is a corporation or other business entity authorized to do business pursuant to applicable law or an individual 18 years or older. Purchaser further warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.
b. Purchaser Feedback.
Provider is engaged in a continuous program of research, development, improvement, and production of the Digital Solution and its Modules to ensure the best possible experience for purchasers. As part of that continuous improvement process Provider encourages purchasers to submit information regarding errors, nonconformities, other problems, or suggestions for improvement (collectively, “Feedback”). Feedback provided to Provider by Purchaser in any form, and the contents thereof, whether oral or written, and any other materials, information, ideas, concepts, and know-how Purchaser provides (including corrections to problems in the Digital Solution and its Modules) are not confidential and are Provider’s property, and Purchaser agrees to assign, and hereby does assign, to Provider all right, title and interest in and to such Feedback and materials.
c. Notice and Demands.
Notice, demand, or other communication mandated to be given by this Agreement by either party to the other shall be sufficiently given or delivered if it is sent, at Provider’s sole discretion, by e-mail or by registered or certified mail, postage prepaid, return receipt requested or delivered personally. Unless Provider is otherwise notified in writing, the Purchaser’s address for notice purposes shall be Purchaser’s e-mail address or physical address provided as part of Purchaser’s billing information.
d. Governing Law; Forum Selection.
This Agreement shall be governed exclusively by the laws of the State of Tennessee, without regard to its conflicts of laws principles. Any law suit, action, or proceeding arising out of or relating to this Agreement shall be commenced in a federal or state court in Nashville (Davidson County), Tennessee, and each party to this Agreement irrevocably submits to the exclusive jurisdiction and venue of any such court in any such law suit, action or proceeding. Each party further voluntarily and knowingly waives any objection to such jurisdiction based upon inconvenience of forum and any right to a trial by jury. Notwithstanding the previous sentence, Provider may pursue equitable relief to prevent irreparable harm (e.g., inappropriate use or disclosure of Provider’s Confidential Information) in any court of competent jurisdiction.
e. COPPA Compliance and Other Certain Notices.
The Services are not intended to be used by persons under 13 years of age. Only Purchasers who are 18 years of age or older may purchase the Digital Solution and its Modules. By completing the purchase for the Digital Solution and/or its Modules, you represent that you are 18 years of age or older, and can and will be legally bound by this Agreement. If you are under 18 years of age (or the legal age of majority or maturity in your country, state or local jurisdiction of residence), your parent or guardian must read and accept the terms of this Agreement before you purchase. Further, pursuant to 47 U.S.C. Section 230(d), Provider hereby notifies Purchaser that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist in limiting access to material that is harmful to minors. Information regarding providers of such protections may be found on the internet by searching “parental control protection” or similar terms.
f. Compliance with Laws.
Purchaser shall use the Digital Solution and its Modules in accordance with any and all applicable local, state, and federal laws.
g. Headings.
The paragraph headings in this Agreement are for convenience only and they form no part of the Agreement and shall not affect the interpretation thereof.
h. Severability.
If any provision of this Agreement shall be held illegal, void, or unenforceable, the remaining portions shall remain in full force and effect.
i. No Waiver.
The delay or failure of either party to exercise any right under this Agreement or to take action against the other party in the event of any breach of this Agreement shall constitute a waiver of such right, or any other right, or of such breach, or any future breaches, under this Agreement.

j. Assignment.
Purchaser shall not assign or transfer this Agreement without the express written consent of Provider, which may be withheld at Provider’s sole discretion. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
k. No Partnership or Agency.
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as an agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise bind the other in any way.
l. Force Majeure.
Provider will not be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the Provider's reasonable control, including but not limited to fire, flood, storm, act of God, war, malicious damage, failure of a utility service or transport or telecommunications network.
m. Amendment.
Provider may amend this Agreement (including the Privacy Policy, and Refund Policy) from time to time by posting an amended version on the Website. Before purchase of the Digital Solution and/or its Modules, you will have to agree with the Terms of this Agreement. In the event of such rejection, you will not be able to purchase the Digital Solution and its Modules and will need to exit the site.
n. Complete Agreement.
This Agreement, the Privacy Policy and the Refund Policy, each of which are included and made part of this Agreement by reference, constitute the entire agreement between the parties with respect to the Digital Solution and its Modules, and supersede any and all prior or contemporaneous understandings or agreements whether written or oral. No amendment or modification of this Agreement will be binding unless reduced to a writing signed by duly authorized representatives of the parties and such writing makes specific reference to this Agreement and its intention as an amendment hereto.