Last Updated: Sep 9th, 2026
These Terms of Service (the "Terms") are a binding agreement between Branvas, a Delaware corporation, with its principal place of business in Cupertino, California ("Branvas," "we," "us," or "our"), and you, the person or entity that creates an account, accesses, or uses the Branvas website at branvas.com, the Branvas application at app.branvas.com, the Branvas mobile applications, the Branvas apps for third-party commerce platforms, the Branvas API, and all related services (together, the "Services").
By creating an account, clicking to accept, or using any part of the Services, you agree to these Terms. Our Privacy Policy at branvas.com/privacy-policy describes how we handle personal data. If you do not agree to these Terms, do not use the Services.
If you use the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity. "Member" means any person or entity that holds a Branvas account.
Please read Section 22 (Dispute Resolution and Governing Law) carefully. It requires binding individual arbitration and waives class actions and jury trials, subject to a 30-day opt-out.
1.1 You must be at least 18 years old and able to form a binding contract. The Services are offered to businesses and to individuals acting for business purposes. They are not offered to consumers for personal use.
1.2 You may not use the Services if you are located in, or are a resident of, a country or region subject to comprehensive United States sanctions, or if you are listed on any U.S. government restricted-party list.
1.3 You may not create or use an account if an account of yours was previously Closed by us for breach of these Terms.
"AI Output" means images, videos, store designs, listing copy, and other content generated for you by automated features of the Platform.
"Auto-Fulfill" means the Platform setting that, when enabled, charges your saved payment method for each Customer Order as it syncs and sends the Order to fulfillment without further action by you.
"Base Cost" means the listed price of a Product shown on the Platform (labeled "Unit Cost" in the Platform) before any Plan discount.
"Branvas Credit" means a non-cash balance we add to your account, for example as the resolution of an approved claim, that can be applied to future Order charges as described in Section 10.8.
"Carrier" means the postal service, courier, or freight company that transports an Order from our fulfillment facility toward its destination.
"Catalog Content" means product images, videos, titles, descriptions, specifications, suggested retail prices, model images from the Branvas library, and other content we make available for Products through the Platform. Catalog Content does not include AI Output.
"Closed," in relation to an account, means the account has been terminated by Branvas, deleted by you, or otherwise ended; "Close" and "Closure" have corresponding meanings.
"Customer" means a person who purchases a Product from you through your Store.
"Customer Order" means an order for Products placed by a Customer in your Store that syncs to Branvas for fulfillment.
"Delivered" means, for an Order, that the Carrier has delivered it to the shipping address on the Order or to a mailbox, neighbor, parcel locker, post office, or other pickup location permitted by the Carrier's practices for that address. The date of delivery is the date you or your Customer receives the package or, where receipt cannot be shown, the delivery date shown in tracking.
"Estimated Delivery Date" means the last day of the delivery estimate shown in the Platform for the Order's destination at the time you paid for the Order, counted in business days from that payment.
"Help Center" means the Branvas help center at faq.branvas.com.
"Limited Warranty" means the product warranty in Section 10.1.
"Member Content" means logos, brand names, trademarks, text, images, store data, and other content you upload to or configure in the Platform.
"Order" means a Customer Order or a Sample Order.
"Platform" means the Branvas web application, mobile applications, commerce-platform apps, and API.
"Plan" means the Free plan or a paid membership plan we offer, as described at branvas.com/pricing.
"Processing" of an Order means production, personalization, or packing of that Order after payment; Processing begins when we start any of those steps.
"Product" means an item of jewelry or related goods offered in the Branvas catalog.
"Shipping Fee" means the flat per-Order shipping and handling fee shown on the Platform before you pay for an Order, described in Section 9.1.
"Sample Order" means an order you place manually through the Platform for shipment to you or to any address you specify, including an address of a Customer.
"Store" means an online storefront or other sales channel you own and operate that is connected to the Platform.
"Warranty Period" means the 10-day period described in Section 10.4.
3.1 What Branvas does. Branvas is a private-label jewelry supplier and fulfillment service. We source Products from third-party manufacturers and do not manufacture them ourselves. We sell Products to you, apply your branding to the packaging, and ship Orders directly to your Customers or to you. You sell Products to your Customers under your own brand, at prices you set, through your own Store. We may use affiliates, manufacturers, fulfillment facilities, and other subcontractors to perform the Services, and we remain responsible to you under these Terms for the parts of the Services they perform. Carriers are not our subcontractors for this purpose; our responsibility for transit is limited to what Sections 8.7, 9.5, and 10 provide.
3.2 Your relationship with your Customers. You are the seller of record to your Customers and are responsible for them as described in Section 12. We do not contact your Customers except to ship Orders to them and as required by law.
3.3 Integrations. The Platform connects to third-party commerce platforms that we designate as supported from time to time on our website. Availability of a given integration, and the features available through it, may change. Some features, including API and bulk file access, are available only on certain Plans and are subject to Section 6.5.
3.4 Changes to the Services. We may add, change, or discontinue features, Products, Catalog Content, integrations, and Plans at any time. Where a change materially reduces the core functionality of a paid Plan, we will use reasonable efforts to give you advance notice by email or in the Platform.
3.5 Beta features. Features labeled beta, early access, preview, or similar are provided as is, may change or be withdrawn without notice, and may be available only on certain Plans. Products released to certain Plans before others under Section 7.6 are not beta features.
3.6 No service level. We do not commit to any uptime, response time, or fulfillment time, and we do not offer service credits. Fulfillment and delivery estimates are addressed in Section 8.2.
3.7 No legal or tax advice. Help Center articles, templates (including any returns-policy or privacy-policy template), and communications from our team are provided for general information. They are not legal, tax, or regulatory advice, we do not warrant that any template is sufficient for your business or markets, and you should obtain your own professional advice.
4.1 You must provide accurate, complete, and current registration, business, billing, and contact information and keep it updated. We may rely on the email address on your account for all communications, and you consent to receive notices, invoices, and other communications from us electronically.
4.2 Each account supports one login. You may allow your own employees or contractors to use your login on your behalf, and you are responsible for their conduct as if it were your own. You may not share your account with any other business, sell or transfer it, or use it to operate a Store you do not own or control. You are responsible for all activity under your account until you notify us at [email protected] of a suspected compromise, after which you remain responsible for activity you authorized.
4.3 You may hold only one account unless we agree otherwise in writing. You may not register using false information or on behalf of another person or entity without authority.
4.4 We may refuse registration, or suspend or Close an account, as described in Section 21.
4.5 To provide support, investigate problems, and check compliance with these Terms, our staff may access your Branvas account, including your product selections, Store connection settings, and Order history, in accordance with our Privacy Policy. We do not access your Store platform account except through the permissions you grant when connecting your Store.
5.1 Plans. Plan prices, publishing limits, monthly AI-credit allowances, Plan discounts, and included features are described at branvas.com/pricing and in the Platform at the time you subscribe, and those descriptions are incorporated into these Terms with the precedence stated in Section 24.1. Descriptions of Plan extras such as priority processing, early access, or an account manager describe how we intend to serve that Plan and are not guarantees of specific outcomes or timing. The Free plan allows you to browse the catalog and place Sample Orders but does not allow publishing Products to a Store or fulfilling Customer Orders.
5.2 Free trial. New accounts may receive a free trial of a paid Plan for the period stated at signup. No payment method is required for the trial. If you do not subscribe to a paid Plan before the trial ends, your account moves to the Free plan and any Products you published are unpublished from your Store. We may retain your product selections for republication under a paid Plan but are not obliged to do so. We may change or withdraw trial offers at any time and may deny a trial to anyone who has previously held a trial or paid Plan.
5.3 Subscription and automatic renewal. Paid Plans are billed in advance on a recurring monthly or annual basis, as you select. By subscribing, you authorize us and our payment processor to charge your saved payment method the then-current Plan fee, plus applicable taxes, at the start of each billing period until you cancel. Your subscription renews automatically at the end of each billing period unless you cancel before renewal. For annual Plans we will send a reminder to your account email before each renewal.
5.4 Upgrades and downgrades. Upgrades take effect immediately, and you are charged as shown at the time of upgrade. Downgrades take effect at the start of your next billing period. When a lower publishing limit takes effect, we may unpublish Products from your Store, in an order we determine, until you are within the limit.
5.5 Cancellation. You may cancel your paid Plan at any time through the cancellation function we make available in the Platform. Cancellation takes effect at the end of the current billing period; paid features remain available until then and no further Plan fees are charged. When your paid Plan ends, your account moves to the Free plan, published Products are unpublished from your Store, and Customer Orders are no longer fulfilled until you subscribe to a paid Plan. We may retain your product selections and customizations for republication but are not obliged to do so. Uninstalling a Branvas app from your Store, disconnecting your Store, or ceasing to use the Services does not constitute cancellation.
5.6 Orders received while on the Free plan. If a Customer Order syncs to the Platform while your account is on the Free plan, including after a trial ends or a paid Plan is cancelled, the Order is held and is not fulfilled until you subscribe to a paid Plan and pay for it. We are not responsible for delays, Customer complaints, or Store-platform consequences arising from held Orders. We may cancel a held Order that remains unpaid 30 days after it synced.
5.7 Refunds of subscription fees. Except as stated in these Terms or required by law, subscription fees are non-refundable, and we do not provide refunds or credits for partial billing periods, unused time, unused AI credits, or unused features. If you purchase an annual Plan, you may request a full refund within 14 days after the initial annual charge, provided you have not fulfilled any Customer Order during that period; after 14 days, annual fees are non-refundable except under Sections 21.3 and 23. Refunds under this Section are made to the original payment method.
5.8 Order charges. You pay for each Order when you submit it for fulfillment. The amount charged is the Base Cost of each Product, less any Plan discount, plus the Shipping Fee, plus applicable taxes and the payment-processing fee described in Section 5.10. Unless we agree otherwise in writing, we do not begin Processing an Order until payment has cleared.
5.9 Auto-Fulfill. If you enable Auto-Fulfill, you authorize us to charge your saved payment method for each Customer Order as it syncs to the Platform and to submit it to fulfillment without further confirmation from you, and you accept responsibility for any Order so submitted, including any error in the Order information. If Auto-Fulfill is not enabled, Customer Orders are held pending your review and payment. You may enable or disable Auto-Fulfill at any time; a change applies to Orders that sync after it.
5.10 Payment processing. Payments are processed by a third-party payment processor using the payment methods we accept from time to time. A payment-processing fee, disclosed on the Platform before you pay, is added to each charge. You represent that you are authorized to use each payment method you provide. You authorize us and our payment processor to obtain updated card numbers and expiration dates for your saved payment methods through card-network account-updater services, and to charge the updated details; we cannot guarantee that updates will be received, and you remain responsible for keeping your payment details current. If a charge fails, we may retry it, hold the affected Order, unpublish Products, or suspend your account until payment is received.
5.11 Price changes. We may change Plan fees, Base Costs, the Shipping Fee, and other prices. Changes to Base Costs and the Shipping Fee take effect when shown on the Platform and apply to Orders paid after that time. Changes to Plan fees take effect at your next billing period after we give you at least 30 days' notice by email or in the Platform.
5.12 Taxes. Our prices exclude sales, use, VAT, GST, import, and similar taxes except where we state otherwise. You are responsible for all taxes arising from your use of the Services and your sales to Customers, other than taxes on our net income. Where we are required to collect tax from you, we will add it to your charge. You may add a tax ID to your account so it appears on invoices. Providing a reseller or exemption certificate is your responsibility, and we may decline any certificate we consider invalid.
5.13 Billing disputes and chargebacks. If you believe a charge is incorrect, contact us at [email protected] within 30 days after the charge, before disputing it with your card issuer. If you initiate a chargeback or payment dispute for a charge that complies with these Terms, we may suspend your account and withhold fulfillment, replacements, refunds, and Branvas Credit until the dispute is resolved; we may charge you a chargeback handling fee of up to USD 15 per chargeback in addition to the disputed amount; and we may require that any amount reversed be repaid before restoring the account.
5.14 Invoices and currency. Invoices for subscriptions, Sample Orders, and Customer Orders are available in the Platform. All charges are in U.S. dollars; any currency conversion, foreign transaction fee, or exchange difference is between you and your payment provider.
6.1 AI credits. Paid Plans include a monthly allowance of AI credits used for AI Output. Credits refresh monthly, including on annual Plans, do not roll over, cannot be purchased separately, have no cash value, and are forfeited when your paid Plan ends or your account is Closed. The number of credits consumed per output is shown in the Platform and may change.
6.2 AI Output. AI Output is produced by automated systems. We do not guarantee that it will be accurate, unique, free of defects, or suitable for any purpose. You are responsible for reviewing AI Output before use and for the compliance of any claims it contains. Ownership and use of AI Output are addressed in Section 14.4.
6.3 Pro Videos and other paid services. We may offer paid services such as video production. Fees, scope, and expected turnaround are stated at the time of purchase. Video production fees are refundable in full if you cancel before filming begins, or if we cancel for any reason; once filming has begun the fee is earned and non-refundable. Video deliverables that feature your branding are licensed to you on a perpetual, non-exclusive, royalty-free basis for promoting your brand and Store. Branvas retains ownership of the underlying footage and will not use deliverables that show your brand without your consent.
6.4 Custom design and custom packaging. VIP custom jewelry design, fully custom packaging, and similar programs are subject to minimum order quantities and to a separate written quotation or agreement, which controls over these Terms for that program. Deposits and production payments for custom work are non-refundable once production has started.
6.5 API and bulk file access. Where your Plan includes API or bulk file access, we will issue credentials for your use only. You must keep credentials confidential, use the API only for your own Store, respect rate limits and technical documentation we publish, and not use the API to extract Catalog Content or pricing in bulk except as needed to list Products in your Store. We may change, rate-limit, suspend, or revoke API access at any time, including when your Plan no longer includes it. API access is provided without additional charge unless we state otherwise at the time of provisioning.
6.6 Your part in paid projects. Paid services and custom programs depend on you supplying materials, selections, and approvals. If you do not respond to our requests for 60 consecutive days, we may treat the project as abandoned and close it; fees for work performed to that point are earned and non-refundable, and resuming later may require a new quotation. On request, and once any outstanding balance is paid, we will provide the work completed before closure.
7.1 Catalog. We may add, change, or remove Products, Catalog Content, specifications, and Base Costs at any time. If a Product is discontinued, we may remove it from the catalog and from your Store.
7.2 Availability. We do not publish stock quantities and make no representation as to the availability of any Product. You acknowledge that inventory quantities the Platform writes to your Store are nominal values, not statements of stock, and that we may modify them, including to zero, at any time without notice. We do not guarantee restocking and do not reserve inventory for you.
7.3 Product information. We use reasonable efforts to describe Products accurately. The metal, plating, and stone description of each Product is covered by the Limited Warranty in Section 10. Other Catalog Content, including dimensions, weights, colors as rendered on screen, model imagery, suggested retail prices, and descriptive copy, is provided for your convenience, may contain errors, and is not a warranty. You are responsible for verifying Product characteristics, including by ordering samples, before making any representation about them to Customers.
7.4 Your retail prices. You set your own retail prices. Suggested retail prices are suggestions only.
7.5 Sample Orders. You may place Sample Orders on any Plan, without minimums. Sample Orders are charged, shipped, and covered by Section 10 on the same terms as Customer Orders, except that a Sample Order may be cancelled before Processing begins as stated in Section 8.4. Products purchased through Sample Orders may be resold by you in person or through your Store; the Limited Warranty covers only the condition of Products when delivered to you. Promotional discounts on Sample Orders are subject to the conditions stated with the promotion.
7.6 Tiered release. We may release new Products to some Plans before others. A Product marked as not yet available on your Plan may be ordered as a Sample Order where the Platform permits, and becomes publishable on your Plan on the schedule shown in the Platform or the Help Center.
7.7 Our right to hold or cancel an Order. We may place an Order on hold after payment to verify the shipping address, confirm payment or identity, review a logo or Member Content, or address a security or fraud concern; we will notify you of the information required, and if the matter is not resolved within 30 days after our notice we may cancel the Order. We may also cancel an Order after payment, in whole or in part, if a Product is unavailable, if the Order was priced incorrectly because of an error, if the destination cannot be served, if we detect signs of fraud or misuse, or if fulfilling it would in our reasonable judgment violate law or these Terms. Where we cancel for any reason other than your breach or fraud, we will refund the amount paid for the cancelled items to the original payment method, with any portion paid with Branvas Credit returned as Branvas Credit. Where we cancel because you did not resolve a hold, we refund only if Processing has not begun.
8.1 Order syncing. Only Customer Orders marked paid in your Store are transmitted to the Platform. You are responsible for maintaining the connection between your Store and the Platform, for managing Products through the Platform rather than by editing or duplicating them in your Store, and for the completeness and accuracy of all Customer Order information, including shipping address and telephone number. You acknowledge that the Platform may overwrite Product data in your Store and that Products edited or duplicated in your Store may not synchronize; we are not responsible for Orders that fail to synchronize, or that synchronize with incorrect information, for these reasons.
8.2 Fulfillment. After payment for an Order clears, we prepare and pack the Products, tender the Order to a Carrier, and make tracking information available to you and, where the integration supports it, to your Store. Fulfillment and delivery times published on the Platform or in the Help Center are estimates based on typical performance, measured from the time you pay for the Order, and are not guarantees. Bulk Orders, peak periods, Carrier disruptions, customs processing, and events outside our control may extend them.
8.3 No cancellation of paid Customer Orders. A Customer Order may not be cancelled by you after payment. You may not modify a Customer Order after payment except as stated in Section 8.5. If your Customer wishes to cancel, you must handle that in your Store before submitting the Order to Branvas.
8.4 Cancellation of Sample Orders. You may cancel a Sample Order as long as Processing has not begun. Once Processing has begun, cancellation is not available.
8.5 Address changes. You may edit the shipping address of an Order before payment. After payment, a change of address is at our discretion, may be requested only by written notice to us, and is not available once Processing has begun. We have no obligation to make any post-payment change and are not responsible for Orders shipped to the address on the Order at the time of payment.
8.6 Incorrect or undeliverable addresses. If an Order is undeliverable or returned because of an incorrect or incomplete address, a missing phone number where required, a Customer's failure to accept delivery, collect from a pickup point, or pay Carrier-assessed charges, or other causes attributable to you or your Customer, we are not obliged to refund or replace it. Where the package is returned to a facility under our control, we may offer reshipment at your cost, and we may dispose of packages not claimed within 30 days after our notice to you, with no refund due. A package that is returned after a reshipment is not reshipped again.
8.7 Title and risk of loss. Title to the Products in an Order, and the risk of loss of or damage to them, pass to you when we tender the Order to the Carrier. From that point the Products are yours and travel at your risk, with two exceptions: we remain responsible under the Limited Warranty for Products that are Delivered damaged, defective, non-conforming, or short of the quantity ordered; and for packages that are never Delivered, we offer the discretionary lost-package assistance in Section 10.7. We warrant that we have good title to Products we sell you.
8.8 Packaging. Orders are packed in our standard branded packaging carrying your approved logo, the components of which are described in the Help Center and may change. Sample Orders placed before your logo has been approved ship in unbranded packaging. We may change packaging components and materials, may pack multiple Products in an Order with one presentation set and the remaining Products in protective packaging, and may split an Order into more than one shipment where needed.
8.9 Blind shipping. Orders ship without Branvas branding, company details, or pricing. The shipping label, packaging, and package insert identify your brand only, except where Carrier or customs regulations require the shipper's or importer's details to appear on customs documentation.
9.1 Shipping Fee. The Shipping Fee is a flat per-Order amount that applies to all destinations we serve. It covers branded packaging, shipment, customs clearance, and import duties as described in Section 9.3. We may change the Shipping Fee under Section 5.11.
9.2 Destinations. We ship only to the countries and regions listed in the Platform or the Help Center, which we may update. We may decline or cancel an Order to any destination we cannot serve under Section 7.7.
9.3 Duties and taxes. We ship on a delivered-duty-paid basis: we pay import duties and customs clearance for the Order, and your Customer should not be asked to pay them at delivery. This does not cover your own sales tax, VAT, or other tax obligations as a seller, which remain your responsibility under Sections 5.12 and 12.
9.4 Recipient details. You are responsible for providing complete and accurate recipient details for every Order, including a valid telephone number where the Carrier or destination requires one. Orders held, delayed, failed, or returned because of missing or incorrect recipient details are treated under Section 8.6.
9.5 Carriers and delivery. We select the Carrier, service level, and the facility from which each Order ships. We do not guarantee delivery to the door; an Order is Delivered when the Carrier delivers it as defined in Section 2. Tracking information is generated by the Carrier, and we do not warrant its accuracy or timeliness. Once we have tendered an Order to the Carrier, delivery is the Carrier's responsibility, subject only to Section 10.7.
10.1 Limited Warranty. We warrant that each Product, at the time the Order is Delivered, will not be materially damaged, will be free from manufacturing defects, will be the Product, quantity, and (where selected) size and color ordered, and will conform to the metal, plating, and stone description shown in Catalog Content for that Product at the time you paid for the Order.
10.2 Beneficiary. The Limited Warranty is given to you as the Member and to no one else. You may make a claim under it for Products Delivered to you or to your Customer as the first recipient; your Customer has no rights against Branvas and should contact you. The Limited Warranty ends for a Product if you or your Customer sells, gives away, or otherwise transfers it to anyone else.
10.3 Exclusions. The Limited Warranty does not cover, and we do not accept returns or provide refunds or replacements for: change of mind or buyer's remorse; a wrong size, style, or color chosen by you or your Customer; general dissatisfaction, or expectations based on your own listing content rather than Catalog Content; damage or defects caused by you, your Customer, or any third party after delivery, including improper handling, storage, or use, failure to follow care instructions, exposure to water, chemicals, cosmetics, or perspiration, modification, or unauthorized repair; ordinary wear, including plating wear; external causes such as accidents, fire, or flood; costs of any kind other than the remedies in Section 10.6; or delivery to an incorrect address you or your Customer provided. Differences in color, brightness, or apparent proportion between on-screen imagery and the Product are not defects. Any returns policy you offer your Customers beyond this Section is at your own cost.
10.4 Warranty Period and inspection. The Warranty Period is 10 days, starting on the date the Order is Delivered. You or your Customer must inspect each Product promptly on receipt. Claims not made within the Warranty Period may be declined.
10.5 Claims procedure. A claim under the Limited Warranty must be submitted in writing to [email protected], or through any claims function we make available in the Platform, within the Warranty Period, and must identify the Order, describe the non-conformity, and include photographs sufficient to show it (including the packaging where transit damage is alleged). We may condition approval on additional information or on return of the Product to an address we specify. Claims that do not meet these requirements may be declined.
10.6 Remedies. For an approved claim you may choose a replacement shipped at no cost to the original address, or a refund of the amount paid for the affected Products and, where the whole Order is affected, the Shipping Fee. Refunds are issued as Branvas Credit by default. You may instead request a refund to the original payment method within 7 days after we approve the claim; after that the refund remains as Branvas Credit. Any portion of the Order paid with Branvas Credit is refunded as Branvas Credit. Refunds on claims resolved after your account is Closed are made to the original payment method. We do not commit to any response or processing time for claims. If a replacement Product is itself non-conforming, the remedy is a refund.
10.7 Transit loss. Because risk of loss passes to you when we tender an Order to the Carrier (Section 8.7), we are not liable for Orders lost or delayed in transit, and nothing in this Section 10.7 creates a right to a replacement or refund. Without assuming any obligation, we may, in our discretion, investigate with the Carrier an Order for which tracking shows no movement for 7 days after the Estimated Delivery Date, provided you notify us in writing no later than 30 days after the Estimated Delivery Date, and where the Carrier cannot show delivery and the Order cannot be located we may, in our discretion, ship a replacement or issue a refund in the form described in Section 10.6. We may decline any request made outside that window, where tracking shows delivery, or where the loss results from a cause described in Section 8.6. An Order that tracking shows as delivered is deemed Delivered; any inquiry concerning it is between you or your Customer and the Carrier. An Order that is Delivered short of the quantity ordered is a claim under the Limited Warranty, not under this Section.
10.8 Branvas Credit. Branvas Credit is applied automatically to your next Order charges before your payment method is charged. It has no cash value, cannot be transferred, cannot be used for subscription fees or paid services unless we say otherwise, does not expire while your account remains open, and is forfeited when your account is Closed.
10.9 Returns. Where we require a Product to be returned, we will designate the return address. You must not publish a Branvas address or Branvas contact details as a return address in your Store, on packaging, or in communications with Customers. Returned items and their branded packaging may be recycled or destroyed; we do not restock them.
10.10 Sole remedy. The remedies in this Section 10 are your sole and exclusive remedies, and our entire liability, for any Product that is damaged, defective, non-conforming, or incorrect and for any breach of the Limited Warranty, and Section 10.7 is your only recourse against us for a Product lost in transit. Delay in fulfillment or delivery gives no remedy, as stated in Sections 3.6 and 8.2. To the extent any implied warranty cannot be excluded under Section 18, its duration is limited to the Warranty Period and its remedies to those in this Section 10.
10.11 Product safety. If we become aware of a safety issue or regulatory action affecting a Product you have sold, we will notify you, and you agree to cooperate reasonably with any withdrawal, recall, or Customer notice, including by passing our notice to affected Customers. You will notify us promptly at [email protected] of any safety complaint, injury report, or regulatory inquiry you receive concerning a Product.
11.1 Logo license. By uploading a logo or other Member Content, you grant Branvas a non-exclusive, royalty-free, worldwide license to reproduce it on packaging, inserts, labels, shipping materials, mockups, and Platform previews, and to store and process it, solely to provide the Services to you. This license ends when your account is Closed, except for Orders already in Processing.
11.2 Logo warranty. You represent and warrant that you own or have all rights necessary to use and license every logo, brand name, trademark, image, and other Member Content you upload, and that our use of it as permitted here will not infringe or violate any third party's rights or any law. You are solely responsible for Member Content.
11.3 Logo reproduction and approval. By submitting a logo you accept the rendering shown in the Platform mockup as the approved reproduction, and we are not responsible for loss of detail, color, or contrast inherent in that process. Logos are subject to our review before use, which may take a reasonable time, and we may reject any logo that does not meet the requirements we publish or that we reasonably believe is unlawful, infringing, or offensive. Approval confirms only technical suitability for reproduction and is not a review of your rights in the logo.
11.4 White-label rules. You must use your own business details, not Branvas's, in your Store settings, contact fields, origin and return-address fields, sales-channel registrations, packaging, and communications with Customers. In your Store, on packaging, and in communications with Customers, you must not identify Branvas as your supplier, use the Branvas name or marks, or represent that Branvas manufactures, warrants, or supports Products. We will not, in turn, place Branvas branding in your Store, on your packages, or in your product data, and we will not market to your Customers. This Section does not prevent you from mentioning Branvas in app-store reviews, in industry discussion, or in affiliate promotion under separate affiliate terms.
12.1 Seller of record. As between you and Branvas, you are solely responsible for your Store and for all sales to Customers, including product listings and descriptions, pricing, taxes, shipping terms disclosed to Customers, returns and refunds toward Customers, warranties you offer, consumer-protection disclosures, marketing and advertising, and customer service. Any legal claim related to a Product your Customers purchase must be brought directly against you as the seller of the Product. Branvas provides Products and fulfillment; it does not act as your agent, does not sell to your Customers, and does not assume any of your obligations to them.
12.2 Laws that apply to your sales. You are responsible for compliance with all laws and regulations that apply to marketing, selling, importing, and delivering Products in every jurisdiction where you offer them, including consumer protection, product safety, labeling and packaging, chemical and heavy-metal regulations (such as California Proposition 65, EU REACH, and the EU General Product Safety Regulation), distance-selling and cancellation rights owed to your Customers, advertising standards, data protection, and tax registration and reporting (including sales tax, VAT, GST, and import schemes).
12.3 EU and other market obligations. If you sell into the European Union, United Kingdom, or any other market that requires a locally established responsible person, economic operator, importer, or authorized representative, that role is yours, or you must appoint a third party to hold it. Branvas is a United States company and does not act in that capacity for you.
12.4 Marketing, materials, and origin claims. You may describe Products using the metal, plating, stone, and other characteristics, including catalog attributes and filter tags, that Branvas itself states for that Product in Catalog Content. Beyond that, you must not describe a Product as certified, hallmarked, tested, hypoallergenic, medical-grade, tarnish-proof, or by any similar regulated or substantiated claim unless you hold documentation for that specific Product supporting the claim in the market where you make it, and you are responsible for confirming that any claim, including one drawn from Catalog Content, is permitted in the markets where you make it. You must not make any claim about where a Product was made, designed, or assembled other than the country of origin Branvas states for that Product, and you must not use words, flags, or imagery that would lead a reasonable consumer to believe a Product was made in the United States or in any country other than its stated origin. You are responsible for every claim in your listings and marketing, including claims contained in AI Output you choose to publish.
12.5 Compliance documentation. We do not represent that any test report, certificate, or declaration exists for any Product except a document we expressly state ships with it. On request we may make available such documentation as we hold for a specific Product, and may arrange testing or inspection of specific Products at your cost under a separate quotation.
12.6 Sales channels. You are responsible for the requirements and policies of every sales channel you use, including product identifiers, listing approvals, handling times, and account standing, and for any consequences of that channel's actions. We provide no product identifiers such as UPC, EAN, or GTIN.
12.7 Your Store platform. Your use of Shopify or any other commerce platform is governed by that platform's terms. You are responsible for your Store's configuration, including shipping profiles, markets, checkout settings, and notifications.
12.8 Store policies. You must publish in your Store a privacy policy and a returns policy that accurately reflect your own practices and comply with the laws of the markets you sell into. Any template we provide is a starting point only, is provided without warranty of sufficiency as stated in Section 3.7, and must be adapted to your business; your returns policy toward Customers may not promise anything from Branvas beyond Section 10.
12.9 Personal data. Your obligations regarding Customer personal data are set out in Section 16.
You must not, and must not allow anyone else to:
(a) use the Services for any unlawful, fraudulent, deceptive, or infringing purpose, or to sell Products in violation of Section 12;
(b) upload Member Content that is unlawful, infringing, defamatory, obscene, hateful, or that promotes violence or illegal activity, or that contains another person's personal data without authority;
(c) place Orders you do not intend to pay for, manipulate promotions, discounts, credits, or trials, or open multiple accounts to obtain benefits intended for one;
(d) copy, scrape, download in bulk, or systematically extract Catalog Content, Base Costs, or other Platform data, except through Platform features intended for that purpose in connection with your Store;
(e) resell, sublicense, or provide access to the Services, the API, or Catalog Content to third parties, or use them to build or supply a competing catalog or service;
(f) reverse engineer, decompile, or attempt to derive source code of the Platform, circumvent usage limits or security measures, or interfere with the Platform's operation;
(g) introduce malware or automated agents that burden the Platform, or attempt unauthorized access to any account or system;
(h) use the Services to send spam or unsolicited communications;
(i) impersonate Branvas or any other person, or misrepresent your relationship with Branvas; or
(j) harass, threaten, or abuse Branvas staff or contractors.
14.1 Branvas property. The Platform, Catalog Content, Product designs, packaging designs, software, documentation, and all Branvas names, logos, and marks are owned by Branvas or its licensors and are protected by intellectual property laws. Rights in AI Output are allocated in Section 14.4. Except for the licenses expressly granted in these Terms, we reserve all rights, and no rights are granted by implication.
14.2 License to use the Platform. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform for operating your Store while your account is open.
14.3 License to Catalog Content. Subject to these Terms, we grant you a non-exclusive, non-transferable, royalty-free license to display and use Catalog Content in your Store and in your own marketing and advertising of Products you offer through Branvas. You may edit titles, descriptions, and images for your Store. This license ends for a Product when you stop offering it through Branvas, and entirely when your account is Closed, after which you must remove Catalog Content from your Store and marketing within 30 days. You may not register Catalog Content or Product designs as your own intellectual property, or use Catalog Content to source or promote products from any other supplier.
14.4 AI Output. As between you and Branvas, and subject to Branvas's rights in any Catalog Content or Product design it depicts, you own AI Output generated in your account, and we grant you all rights we hold in it. AI Output that depicts Products is subject to the same restrictions as Catalog Content under Section 14.3 while your account is open, and after your account is Closed you may continue to use AI Output that does not depict Products (for example, a storefront design or brand imagery) without restriction, but must remove AI Output depicting Products within 30 days. We may retain and use AI Output to operate, secure, and improve the Services, and we do not guarantee that AI Output is unique or that similar output will not be generated for others.
14.5 Member Content. You retain ownership of Member Content. You grant Branvas a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, reformat, display, and process Member Content as needed to provide, maintain, secure, and improve the Services, including the license in Section 11.1. Except for Orders already in Processing and copies retained under Section 21.5, this license ends when your account is Closed. We may remove Member Content that we reasonably believe violates these Terms or the law.
14.6 Feedback. If you give us suggestions, ideas, or feedback, we may use them without restriction or compensation.
14.7 Usage data. We own all data about the use and performance of the Services, and aggregated or de-identified data derived from Orders, Member Content, and Store activity that does not identify you or your Customers. We may use such data for any purpose, including analytics, benchmarking, product development, and marketing.
14.8 Infringement complaints. If you believe content on the Platform infringes your rights, email [email protected] with the URL, a description of the work and the infringement, your contact details, and a statement of good faith and accuracy. We may remove content and may suspend or terminate accounts of repeat infringers. If a third party asserts that your Member Content infringes its rights, we may disclose your name and contact details to that party so the claim can be resolved between you, and we may cooperate with law enforcement and courts as required.
14.9 Branvas IP indemnity. We will defend you against any third-party claim that unmodified Catalog Content or a Product design, as supplied by us and used by you in accordance with these Terms, infringes that third party's United States intellectual property rights, and we will pay damages and costs finally awarded or agreed in settlement, provided you notify us promptly, give us sole control of the defense and settlement, and cooperate reasonably. This does not apply to claims arising from Member Content, from your modifications, from combinations with content not supplied by us, or from use after we have asked you to stop. If a claim is made or likely, we may modify or replace the affected content or Product, or withdraw it and refund any Order for it that we cancel. This Section states our entire liability for intellectual property infringement. Damages and settlement amounts we pay under this Section count toward the cap in Section 19.2; our costs of defense do not.
15.1 The Services interoperate with third-party platforms and providers, including commerce platforms, payment processors, Carriers, customs brokers, and marketing tools ("Third-Party Services"). Third-Party Services are governed by their own terms, we do not control them, and we are not responsible for their availability, performance, security, pricing, policy changes, or actions, including suspension of your Store, refusal or delay of payments, or Carrier loss beyond what Section 10.7 provides.
15.2 If you use a Branvas mobile application obtained from an app store, the app store's terms also apply to your use of that application. The app store provider is not a party to these Terms, has no obligation to provide support or maintenance, and is a third-party beneficiary of these Terms with the right to enforce them as they relate to that application.
16.1 Our Privacy Policy describes how we handle personal data of Members and website visitors.
16.2 Roles. To fulfill Orders we receive Customer personal data from your Store (typically name, shipping address, phone number, and email). As between you and Branvas, you are the controller (or business) and we are the processor (or service provider) of that data. You are responsible for collecting Customer data lawfully and for providing any notices and obtaining any consents needed to pass it to Branvas for fulfillment. You instruct us to process Customer data as described in this Section and these Terms.
16.3 Our processing commitments. We will: process Customer data only to fulfill Orders, provide tracking, handle claims, and comply with law, and not for our own marketing; not sell it or share it for cross-context behavioral advertising; apply reasonable technical and organizational security measures appropriate to the risk; ensure persons processing it are bound by confidentiality; engage sub-processors (such as fulfillment facilities, Carriers, customs brokers, and hosting and support providers) under written terms that protect the data, maintain a list of sub-processors available on request, and notify you of changes to the list on request or by posting, giving you the ability to object on reasonable data-protection grounds; assist you, at your reasonable request and cost, with data-subject requests and impact assessments relating to our processing; notify you without undue delay after becoming aware of a personal-data breach affecting Customer data; delete or return Customer data when it is no longer needed for the Services, except as we must retain it for legal, tax, accounting, or claims purposes; and make available information reasonably necessary to demonstrate compliance with this Section.
16.4 International transfers. Customer data is processed in the United States and in the countries where our fulfillment facilities, Carriers, and sub-processors operate. Where Customer data originating in the European Economic Area, the United Kingdom, or Switzerland is transferred to a country without an adequacy decision, the parties rely on the European Commission's Standard Contractual Clauses (Module Two, controller to processor), with the UK International Data Transfer Addendum for UK data and the adaptations required by the Swiss Federal Data Protection and Information Commissioner for Swiss data, which are incorporated by reference with Branvas as data importer and you as data exporter. For those Clauses: the optional docking clause does not apply; sub-processor changes are notified as stated in Section 16.3; the governing law and forum are those of Ireland (or, for UK data, England and Wales); and the competent supervisory authority is that of the EU member state in which you are established or, if you are not established in the EU, Ireland. On request we will sign a copy.
Each party will keep confidential the other party's non-public business, technical, pricing, and supplier information disclosed in connection with the Services, will use it only to perform under these Terms, and will protect it with at least reasonable care. This does not apply to information that is public through no fault of the recipient, already known to the recipient without restriction, independently developed, or lawfully received from a third party. A party may disclose confidential information when legally compelled, after giving prompt notice where lawful. Base Costs, catalog terms, and Platform features not publicly disclosed are Branvas confidential information. Either party may seek injunctive relief for breach of this Section.
18.1 EXCEPT FOR THE LIMITED WARRANTY IN SECTION 10.1 AND THE WARRANTY OF TITLE IN SECTION 8.7, THE SERVICES, PLATFORM, CATALOG CONTENT, AI OUTPUT, AND PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, BRANVAS AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT (EXCEPT AS PROVIDED IN SECTION 14.9), ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WHERE AN IMPLIED WARRANTY CANNOT BE DISCLAIMED, ITS DURATION IS LIMITED TO THE WARRANTY PERIOD AND ITS REMEDIES TO THOSE IN SECTION 10.
18.2 WITHOUT LIMITING SECTION 18.1, WE DO NOT WARRANT THAT PRODUCTS ARE SUITABLE FOR ANY PARTICULAR MARKET, COMPLY WITH THE LAWS OF ANY JURISDICTION, OR WILL RESIST WEAR, TARNISH, OR PLATING LOSS UNDER ANY PARTICULAR CONDITIONS OF USE; THAT FULFILLMENT OR DELIVERY WILL OCCUR BY ANY DATE; THAT ANY PRODUCT WILL REMAIN AVAILABLE; THAT THE PLATFORM WILL BE AVAILABLE AT ANY TIME; OR THAT YOU WILL ACHIEVE ANY SALES, MARGINS, OR OTHER RESULTS. STATEMENTS ON OUR WEBSITE OR IN OUR MATERIALS ABOUT TYPICAL MARGINS, DELIVERY TIMES, PROCESSING PRIORITY, RESPONSE TIMES, OR MEMBER RESULTS ARE ILLUSTRATIVE, NOT PROMISES. THE REMEDIES IN SECTION 10 ARE YOUR ONLY REMEDIES FOR PRODUCT AND DELIVERY ISSUES.
18.3 THE SERVICES ARE NOT A BACKUP SERVICE. YOU ARE RESPONSIBLE FOR MAINTAINING YOUR OWN COPIES OF MEMBER CONTENT AND STORE DATA.
18.4 SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS; IN THAT CASE THE ABOVE APPLY TO THE FULLEST EXTENT PERMITTED.
19.1 TO THE FULLEST EXTENT PERMITTED BY LAW, BRANVAS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, OR COSTS OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR ANY PRODUCT, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
19.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF BRANVAS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, AND ALL PRODUCTS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO BRANVAS, INCLUDING SUBSCRIPTION FEES AND ORDER CHARGES, IN THE 12 MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD 100). REPLACEMENTS, REFUNDS, AND BRANVAS CREDIT PROVIDED UNDER SECTIONS 7.7, 9.3, AND 10 ARE IN ADDITION TO, AND DO NOT COUNT TOWARD, THIS CAP.
19.3 THESE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, AND DO NOT LIMIT YOUR PAYMENT OBLIGATIONS OR YOUR INDEMNIFICATION OBLIGATIONS.
19.4 THE PARTIES AGREE THAT THE PRICING OF THE SERVICES REFLECTS THIS ALLOCATION OF RISK AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN.
20.1 Indemnification. You will defend, indemnify, and hold harmless Branvas and its affiliates and their officers, directors, employees, agents, and contractors from and against all claims, demands, investigations, fines, penalties, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your Store, listings, marketing, pricing, and sales to Customers, including any claim by a Customer or regulator relating to Products you sold, including claims for misrepresentation by you to your Customers and claims for physical injury or property damage, except to the extent the claim is caused by a breach of the Limited Warranty by Branvas or by Branvas's negligence or willful misconduct; (b) your breach of these Terms or of any law; (c) Member Content, including any claim that a logo or brand you supplied infringes or violates a third party's rights; (d) your failure to hold any role, registration, or documentation required under Section 12; (e) taxes for which you are responsible; and (f) your use of Third-Party Services. We may assume exclusive control of the defense of any matter we choose, at our expense, in which case you will cooperate. You may not settle any claim that imposes obligations on Branvas without our written consent.
20.2 Release. To the fullest extent permitted by law, you release Branvas and its affiliates and their officers, directors, employees, agents, and contractors from all claims, demands, damages, losses, and expenses of every kind, known or unknown, arising out of or relating to any matter that Branvas has disclaimed, for which Branvas provides no warranty or guarantee, or for which you have agreed to indemnify Branvas under these Terms.
21.1 Term. These Terms apply from the time you first use the Services and continue until your account is Closed.
21.2 Suspension. We may suspend or restrict your account, publishing, fulfillment, or specific features, with or without notice, if we reasonably believe that you have breached these Terms; that your account is being used fraudulently or to infringe rights; that you have an unpaid balance or a pending chargeback; that your Store, listings, or conduct expose Branvas or others to legal risk or reputational harm; or that suspension is needed to protect the Platform or other Members. We may also Close an account that has no active paid Plan, has not been logged into, and has placed no Order for 12 consecutive months, after giving 30 days' notice to your account email.
21.3 Termination by Branvas. We may terminate your account and these Terms at any time for material breach, for repeated breaches, or for conduct described in Section 21.2 that is not cured after notice where cure is possible. We may also terminate for any reason on 30 days' notice by email. If we terminate for our convenience and you hold a prepaid annual Plan, we will refund the unused portion of the annual fee to the original payment method, and Orders you have paid for will be fulfilled or, at your election, refunded.
21.4 Termination by you. You may stop using the Services at any time. Cancelling your paid Plan is governed by Section 5.5. You may delete your account through the function we make available in the Platform, provided you have no active paid Plan and no open Orders.
21.5 Effect of Closure. When your account is Closed, your licenses under Sections 14.2 and 14.3 end and Section 14.4 applies to AI Output; published Products are removed from your Store; unused AI credits and Branvas Credit are forfeited; and we will delete Member Content and account data in accordance with our Privacy Policy and Section 16, except that we retain invoices, Order records, and other information we must keep for legal, tax, accounting, or claims purposes. Deletion of an account is permanent. Except as stated in Section 21.3, Orders paid before Closure will be fulfilled or refunded at our election; refunds of such Orders, including any portion paid with Branvas Credit, are made to the original payment method. Closure does not relieve you of payment obligations accrued before it.
21.6 Survival. Sections 1.3, 2, 5.7, 5.12, 5.13, 6.3 (license to video deliverables), 6.6, 8.6, 8.7, 9.3 and 10 (for Orders paid before Closure), 11.1 and 14.5 (for Orders in Processing and retained copies), 11.2, 11.4, 12, 14.1, 14.3 (removal obligation), 14.4, 14.6 through 14.9, 16.3 (deletion and retention), 16.4, 17 through 20, 21.3, 21.5, 21.6, 22, and 24 survive Closure.
22.1 Informal resolution first. Before starting arbitration or any other proceeding, you and Branvas agree to try to resolve the dispute informally. The complaining party will send written notice describing the dispute and the relief sought (to Branvas at [email protected]; to you at your account email). If the dispute is not resolved within 60 days after the notice, either party may proceed under this Section. The limitation period in Section 22.7 is tolled during this 60-day period.
22.2 Binding arbitration. Except as stated in Sections 22.4 and 22.5, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or any Product, including its formation, interpretation, breach, termination, or validity, and including whether a claim is arbitrable, will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration will be conducted in English before a single arbitrator. Hearings, if any, will be held in San Francisco County, California, or by video conference if the arbitrator so orders or the parties agree; claims of USD 25,000 or less may be decided on written submissions. The arbitrator may award any relief a court could award to the individual party, and may award reasonable attorneys' fees and costs to the prevailing party where the applicable law or these Terms allow. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.
22.3 Class action and jury waiver. YOU AND BRANVAS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. TO THE EXTENT ANY CLAIM PROCEEDS IN COURT, YOU AND BRANVAS WAIVE ANY RIGHT TO A JURY TRIAL. Notwithstanding Section 22.2, a court, not the arbitrator, will decide any dispute about the enforceability of this Section 22.3. If this Section 22.3 is found unenforceable as to a particular claim, that claim will be severed and heard in court under Section 22.6, and the remainder of this Section 22 will continue to apply.
22.4 Small claims and injunctive relief. Either party may bring an individual claim in small claims court if it qualifies. Either party may seek temporary or preliminary injunctive or other equitable relief in court to protect its intellectual property, confidential information, or the security of the Platform, without first arbitrating.
22.5 Opt-out. You may opt out of Sections 22.2 and 22.3 by emailing [email protected] with your account email and a clear statement that you opt out of arbitration, within 30 days after you first accept the version of these Terms that contains this Section 22, or first use the Services after its effective date, whichever is earlier. Opting out does not affect any other provision.
22.6 Governing law and courts. These Terms and any dispute are governed by the laws of the State of Delaware and the federal laws of the United States, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For any matter not subject to arbitration, the state and federal courts located in San Francisco County, California have exclusive jurisdiction, and each party consents to personal jurisdiction there.
22.7 Time limit. To the extent permitted by law, any claim arising out of or relating to these Terms or the Services must be brought within one year after the claim accrues, or it is permanently barred.
22.8 Changes to this Section. Changes to this Section 22 do not apply to disputes of which either party had notice before the change was posted.
We may update these Terms from time to time. We will post the updated Terms at branvas.com/terms-of-service and update the "Last Updated" date. For changes that materially reduce your rights or increase your obligations, we will give at least 14 days' notice by email or in the Platform before they take effect, except where a change is required by law or addresses a new feature, in which case it takes effect on posting. Your continued use of the Services after the effective date constitutes acceptance. If you do not agree to a material adverse change, you may cancel your Plan before it takes effect, and if you hold a prepaid annual Plan we will refund the unused portion of the annual fee to the original payment method.
24.1 Entire agreement and precedence. These Terms, the Plan descriptions at branvas.com/pricing and in the Platform, Platform disclosures shown to you before you pay, and any written quotation or agreement for custom programs under Section 6.4 form the entire agreement between you and Branvas regarding the Services and supersede all prior agreements and communications. If they conflict, the order of precedence is: (1) a signed written agreement or quotation for the program it covers; (2) these Terms; (3) Platform disclosures shown before you pay; (4) Plan descriptions. Help Center articles describe how the Services work and are not part of these Terms; where these Terms refer to the Help Center for a list, figure, or description, the content as published from time to time applies, and where a Help Center article otherwise conflicts with these Terms, these Terms control. The Privacy Policy is a notice, not a contract term.
24.2 Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, franchise, agency, fiduciary, or employment relationship. You have no authority to bind Branvas.
24.3 No third-party beneficiaries. Except as stated in Section 15.2 and for the persons indemnified or released under Section 20, these Terms create no rights in any third party, including your Customers.
24.4 Assignment and subcontracting. You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets, on notice to you, and we may subcontract performance of any part of the Services as stated in Section 3.1.
24.5 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, government action, sanctions, customs or port disruption, Carrier failure, labor disputes, supplier or manufacturing failure or delay in obtaining supplies, utility or internet failure, and failures of Third-Party Services.
24.6 Notices. Notices to Branvas must be sent by email to [email protected]. Notices to you will be sent to the email address on your account or posted in the Platform, and are effective when sent or posted.
24.7 Export and sanctions. You will comply with United States export-control and sanctions laws in using the Services and shipping Products.
24.8 Severability and waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in effect. Failure to enforce a provision is not a waiver.
24.9 Interpretation. "Including" means including without limitation. Headings are for convenience only. Amounts are in U.S. dollars. These Terms are written in English; any translation is for convenience and the English version controls.
24.10 Affiliate program. Participation in the Branvas affiliate program is governed by separate affiliate terms, not by these Terms.
Branvas
Cupertino, California
[email protected]