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Effective Date: May 30, 2025
Welcome to Branvas! These Terms of Service ("Terms") outline the terms and conditions under which you, whether as an individual or acting on behalf of a company or organization ("you," "your," or "Merchant"), may access and use the services made available through www.branvas.com by Branvas ("Branvas," "we," "our," or "us"). These Terms form a legally binding agreement between you and Branvas, including our affiliates, and govern your use of the Branvas platform and associated offerings (the "Services").
By registering on the Branvas platform, or by accessing or using any part of the Services, you confirm that you have reviewed, understood, and agree to comply with these Terms. If you do not accept these Terms, you are not permitted to use the platform or any portion of the Services.
If you are entering into these Terms on behalf of a legal entity, you represent and warrant that you have full authority to bind that entity to these Terms, in which case all references to "you" and "your" include that entity.
Branvas reserves the right to revise these Terms at any time by publishing an updated version at www.branvas.com. Changes become effective upon posting. Continued use of the Services after updates are posted constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.
The Branvas Privacy Policy and Data Processing Addendum, both available at www.branvas.com, are incorporated by reference into these Terms and form part of your agreement with Branvas.
For the purposes of this Agreement, and in addition to capitalized terms defined elsewhere, the following terms shall have the meanings ascribed to them below:
Interpretation: In this Agreement: (a) references to the singular include the plural and vice versa; (b) references to any gender include all genders; (c) "including" means "including without limitation"; and (d) monetary references are in United States Dollars (USD) unless otherwise stated.
Headings are for convenience only and shall not affect the interpretation of this Agreement. In the event of a conflict between these Terms and the Account Registration Form, these Terms shall control unless expressly stated otherwise.
Merchant Profile
The Merchant shall complete all required fields in its Merchant Profile accurately and completely. The Merchant is solely responsible for all content posted and for all activity conducted under its account credentials.
Pricing
The Merchant retains sole discretion to determine the prices charged to End Customers, except where a Supplier has implemented a Minimum Advertised Price (MAP). Suppliers shall charge the Merchant only the Total Fees, which include the Product List Price, Shipping Price, applicable transaction fees, and any taxes.
Product Information Provided by Suppliers
Merchants may display Supplier-provided product information and images on their storefronts. Branvas makes no representations or warranties regarding the accuracy, completeness, or legal compliance of such content. Branvas expressly disclaims any liability arising from use of such information by Merchants or their End Customers.
Branvas Platform as a Marketplace
The Branvas Platform is an e-commerce marketplace enabling Merchants to access and resell two types of Products: (i) Branvas Branded Products, and (ii) White-labeled Products. Branvas has the right to publish either type of Product on the Platform for Merchants to view, import into their stores, and sell to End Customers. Products are fulfilled and delivered by 3PLs.
Usage Restrictions
The Merchant shall not: (i) sublicense, lease, distribute, or transfer the Services to any third party; (ii) interfere with the functionality or security of the Services; (iii) gain unauthorized access to the Services; or (iv) disclose performance results of the Services without Branvas’s written consent.
Logos and Branding
The Merchant represents and warrants that it owns or holds valid licenses to all branding materials it uploads, including logos. Branvas disclaims any liability for third-party IP infringement. The Merchant bears full responsibility for ensuring legal use of branding assets.
Provision of Services
Subject to the terms of this Agreement, Branvas shall provide the Services to the Merchant on a non-exclusive, non-transferable basis for use in the Merchant’s business.
Additional Restrictions
The Merchant shall not: (a) reverse engineer or create derivative works of the Services; (b) circumvent usage limits; (c) remove proprietary notices; (d) replicate Service features to compete with Branvas.
Service Changes by Branvas
Branvas may modify, suspend, or discontinue the Services at any time, with or without notice. Branvas disclaims liability for unavailability due to maintenance or other interruptions. Updates to Platform content or functionality may occur without advance notice.
Contract Between Merchant and Supplier
When a Merchant places a Merchant Order through the Branvas Platform, a legally binding agreement is formed directly between the Merchant and the Supplier. Under such agreement, the Supplier agrees to produce and supply the Products at the Product List Price, plus applicable transaction fees, taxes, and Shipping Fees. Branvas is not a party to this contract and assumes no responsibility or liability arising from it.
Return Policy
Each Supplier’s return policy is specified on the Branvas Platform. Branvas will make commercially reasonable efforts to support Merchants in enforcing Supplier return policies. However, Branvas has no control over Supplier actions and disclaims all responsibility or liability for any failure by Suppliers to fulfill their obligations.
Shipping Times
“Processing Time” refers to the number of business days required by the Supplier to produce a Product. “Delivery Time” refers to the estimated time required for the 3PL to deliver a Product to the End Customer. Together, Processing Time and Delivery Time comprise the total Shipping Time. Branvas will use good faith efforts to facilitate Supplier and 3PL compliance but is not responsible for any delay or failure by either party.
Disclaimer of Responsibility for Order Processing
Branvas does not process Merchant Orders but facilitates the relationship between Merchant and Supplier. Branvas expressly disclaims all liability arising from order processing, including but not limited to Product delivery, product condition, lateness, incorrect shipments, or delivery to an incorrect address.
Collection of Total Fees
Unless otherwise agreed, Branvas will collect the Total Fees from the Merchant at the time a Merchant Order is placed. Merchant Orders will not be processed unless and until payment has been successfully completed. If payment is delayed or fails to clear, Branvas reserves the right to cancel or delay the order without liability.
Service Fees
In consideration of the Services, the Merchant agrees to pay Branvas the fees set out in the Account Registration Form. Branvas reserves the right to modify its fees with not less than thirty (30) days’ advance written notice.
Invoicing and Payment Terms
Unless stated otherwise, Services will be invoiced monthly. Payments are due upon issuance of the invoice and may be charged automatically to the Merchant’s designated payment method. The Merchant is responsible for maintaining accurate billing and contact details.
Late Payments
Unpaid amounts not subject to a reasonable and good faith dispute will accrue interest at the rate of 1.0% per month (12.67% annually), or the maximum rate permitted by law, whichever is lower, from the due date until payment is received in full.
Taxes
All fees are exclusive of applicable taxes, including sales, use, value-added, and other similar taxes. The Merchant is responsible for all such taxes except those based on Branvas’s net income or property.
Audit Rights
Branvas reserves the right to audit the Merchant’s use of the Services through system monitoring or other means to ensure compliance with these Terms, including accurate payment of fees.
Suspension of Service
Branvas reserves the right to suspend or terminate the Services for any Merchant account with undisputed overdue balances, without further obligation or liability, until all amounts are paid in full.
Operational Limitations and Timelines
Branvas coordinates product manufacturing, branding, and global logistics through third-party providers. All processing and delivery timelines are estimates and may be affected by factors outside Branvas’s control. Branvas makes no guarantee as to delivery dates and disclaims liability for delays.
Fee Adjustments
Branvas may revise its fees in response to changes in supplier pricing, exchange rates, inflation, or operational costs. Notice of any changes will be provided via email or through the Branvas Platform in advance of such adjustments taking effect.
As between Branvas and the Merchant, the Merchant is solely responsible for ensuring that their branded Products and any related sales activities comply with all applicable consumer protection laws, rules, and regulations in the jurisdictions in which their End Customers reside. This includes, without limitation, compliance with requirements related to product labeling, returns, refunds, warranties, advertising and marketing practices, disclosures, and customer service obligations.
Branvas provides fulfillment and private-labeling services but does not assume responsibility or liability for the Merchant’s failure to comply with any applicable consumer protection obligations. Merchants are strongly encouraged to consult with their own legal counsel to ensure their business practices align with relevant consumer protection laws, whether local or international.
Branvas makes no representations or warranties concerning the quality, safety, or regulatory compliance of any Products offered through the Platform. Responsibility for these aspects remains solely with the original Suppliers. It is the Merchant’s responsibility to ensure that the Products they select and resell conform to all applicable laws and regulatory standards in the territories where such Products are marketed or sold.
Provision of Services
Subject to the terms of this Agreement and timely payment of all applicable Fees, Branvas shall make the Services available to the Merchant for the duration of the Merchant’s subscription term and will provide baseline support for the Merchant’s permitted use of the Services. The Merchant acknowledges and agrees that the Services may be temporarily unavailable during the subscription term due to: (a) scheduled maintenance or planned downtime; or (b) events beyond Branvas’s reasonable control, including but not limited to acts of God, governmental actions, natural disasters (e.g., fire, flood, earthquake), civil unrest, acts of terrorism, labor disputes, failures of internet service providers or hosting facilities, power outages, hardware or software failures not under Branvas’s direct control, or cyberattacks such as denial-of-service incidents.
Merchant Responsibilities
The Merchant is solely responsible for all activities conducted under its User accounts and for ensuring that all Users comply with this Agreement. The Merchant agrees to use the Services only for lawful purposes and shall not, under any circumstances:
The Merchant further agrees to comply with all applicable Privacy Laws governing its use of the Services and its handling of Personal Data. Where the Merchant processes Personal Data of individuals located in the European Economic Area, the terms of Branvas’s Data Processing Addendum—available on the Branvas website—shall apply and are incorporated into this Agreement by reference.
Service Limitations
The Merchant acknowledges that the Services are not intended to function as a data backup or disaster recovery solution. Accordingly, Branvas disclaims any responsibility for loss of data due to outages, system failures, or other events beyond its reasonable control. The Merchant is solely responsible for maintaining appropriate backups of its data.
Incremental Services
Branvas may, from time to time, offer additional features, enhancements, or third-party integrations that fall outside the scope of the core Services (“Incremental Services”). Such Incremental Services may be made available to the Merchant subject to separate fees and additional terms and conditions, as specified by Branvas at the time of offering. Use of any Incremental Services shall be governed by the relevant supplemental agreement or terms provided in connection with those offerings.
Reservation of Rights
Except for the limited rights expressly granted to the Merchant under this Agreement, Branvas retains all rights, title, and interest in and to the Services, including all related software, tools, content, and associated intellectual property. No rights are granted to the Merchant under this Agreement other than those explicitly set forth herein.
Merchant Data
As between the Merchant and Branvas, the Merchant retains full ownership of all content submitted, stored, or otherwise processed through the Services (“Merchant Data”). The Merchant hereby grants to Branvas a non-exclusive, worldwide, royalty-free license (the “Content License”) for the duration of the Term to:
In connection with the technical provision of the Services, the Merchant acknowledges and agrees that Branvas may: (a) transmit or distribute Merchant Data across various networks and media (public or private); and (b) modify or reformat Merchant Data as needed to meet the technical requirements of connected systems, devices, or networks.
The Merchant represents and warrants that it possesses all necessary rights, licenses, consents, and authority to grant the Content License and that Branvas’s use of Merchant Data in accordance with this Agreement will not infringe or misappropriate any third-party rights.
Content Responsibilities
The Merchant is solely responsible for the content and integrity of all Merchant Data and for ensuring that such content is accurate, lawful, and in compliance with this Agreement. In particular, the Merchant agrees to:
(i) ensure that all Merchant Data is accurate, complete, lawful, and suitable for its intended purpose;
(ii) implement commercially reasonable security measures to prevent unauthorized access to or misuse of the Services; and
(iii) comply with all applicable local, state, federal, and international laws and regulations—including but not limited to Privacy Laws—when using the Services or processing Personal Data.
Pattern Data
“Pattern Data” refers to anonymized, aggregated, and non-personally identifiable data generated through use of the Services. This may include demographic insights, statistical usage trends, conversion metrics, geographic summaries, or other analytical data sets that do not identify the Merchant, its business relationships, or its End Customers. As between the Merchant and Branvas, all rights, title, and interest in and to Pattern Data are owned exclusively by Branvas. Branvas may use Pattern Data without restriction, including for analytics, benchmarking, product development, marketing, and enhancement of the Services.
Suggestions
The Merchant hereby grants to Branvas a royalty-free, perpetual, irrevocable, transferable, sub-licensable, and worldwide license to use, incorporate, and commercialize any ideas, feedback, suggestions, enhancement requests, or recommendations submitted by the Merchant related to the functionality, design, or performance of the Services. Branvas shall be under no obligation to implement or compensate for any such feedback.
Copyright and Trademark Information
Except with respect to Merchant Data, all content available through the Branvas Platform—including its software, user interface, text, images, graphics, logos, and documentation—is the proprietary property of Branvas or its licensors and is protected by copyright, trademark, and other intellectual property laws. All Branvas trademarks, trade names, logos, product names, and branding elements are trademarks or registered trademarks of Branvas in the United States and other jurisdictions.
No license or right is granted to the Merchant, by implication, estoppel, or otherwise, to use the Branvas Platform or any associated content, except as expressly permitted under this Agreement or with Branvas’s prior written consent. The Merchant agrees not to circumvent, disable, or interfere with any usage restrictions, security measures, or content controls embedded in or applied to the Branvas Platform.
Definition of Confidential Information
For purposes of this Agreement, “Confidential Information” means all non-public, proprietary, or confidential information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”), whether disclosed orally, electronically, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the context of its disclosure. Confidential Information includes, without limitation, the Services, underlying technology, business operations, marketing strategies, pricing models, financial data, supplier relationships, customer information, technical documentation, software designs, and workflow processes.
Confidential Information does not include information that the Receiving Party can demonstrate through competent evidence: (i) is or becomes generally available to the public through no breach of this Agreement by the Receiving Party; (ii) was in the Receiving Party’s lawful possession without restriction prior to disclosure by the Disclosing Party; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (iv) is lawfully disclosed to the Receiving Party by a third party who is not under any obligation of confidentiality.
Use and Non-Disclosure
The Receiving Party agrees to use the Disclosing Party’s Confidential Information solely for the purpose of fulfilling its obligations or exercising its rights under this Agreement, and shall not disclose such Confidential Information to any third party without the Disclosing Party’s prior written consent, except as otherwise expressly permitted herein.
Standard of Care
Each party shall take reasonable measures to protect the confidentiality of the other party’s Confidential Information, using at least the same degree of care that it uses to protect its own confidential or proprietary information of similar sensitivity, but in no event less than a commercially reasonable standard of care.
Compelled Disclosure
If the Receiving Party is legally required by applicable law, regulation, subpoena, or court order to disclose any Confidential Information, it shall, to the extent permitted by law, provide prompt written notice to the Disclosing Party prior to such disclosure and shall reasonably cooperate, at the Disclosing Party’s expense, in any effort to seek a protective order or other appropriate remedy.
Equitable Relief
The parties acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be an insufficient remedy. Accordingly, the Disclosing Party shall have the right to seek immediate injunctive or equitable relief (without the necessity of posting bond) in the event of any actual or threatened breach of this Section, in addition to any other remedies available at law or in equity.
General Warranties
Each party represents and warrants that it has the full legal authority to enter into and perform its obligations under this Agreement.
Service Warranty
Branvas warrants that, during the Term, it will deliver the Services in a manner consistent with generally accepted industry practices applicable to similar service platforms. However, Branvas does not warrant that the Services will be uninterrupted or free of errors. In the event of a complete service interruption caused by Branvas and lasting more than twenty-four (24) consecutive hours, the Merchant may submit a written request for a pro-rata service credit for each full day of such interruption. Approved credits will be applied against future subscription invoices and shall constitute the Merchant’s sole remedy for any such disruption.
Disclaimer of Warranties
Except as expressly provided in Sections 10.1 and 10.2 above, the Services are provided to the Merchant on an “as is” and “as available” basis. To the maximum extent permitted by law, Branvas—along with its affiliates, licensors, suppliers, vendors, and subcontractors—makes no representations, warranties, or conditions of any kind, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, durability, title, or non-infringement. Branvas does not warrant that the Services will meet all of the Merchant’s specific requirements, operate without interruption, be error-free, or that all defects will be identified or corrected.
Security Disclaimer
The Merchant acknowledges that data transmissions over the Internet are inherently insecure, and Branvas cannot and does not guarantee the security of data transmitted to or from the Branvas Platform. Branvas disclaims any responsibility for unauthorized access, interception, or loss of data transmitted via public networks.
Limitation of Liability
To the fullest extent permitted by applicable law, Branvas—including its affiliates, directors, officers, employees, agents, suppliers, and licensors—shall not be liable to the Merchant or any third party for any indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or related to the use of the Services or any Products accessed via the Branvas Platform. This exclusion of liability applies to, without limitation, any loss of profits, revenue, data, business opportunities, or goodwill, regardless of the legal theory invoked (whether contract, tort—including negligence—strict liability, or otherwise), and even where Branvas has been advised of the possibility of such damages.
In no event shall Branvas’s total aggregate liability to the Merchant arising from or related to these Terms, the Services, or any Products exceed the lesser of: (a) the actual direct damages suffered by the Merchant; or (b) ten thousand U.S. dollars (USD $10,000) in the aggregate, regardless of the number or type of claims brought.
The foregoing limitations shall not apply in instances of Branvas’s gross negligence, willful misconduct, or where such limitations are prohibited by applicable law.
The Merchant acknowledges and agrees that Branvas does not manufacture, inspect, or warrant the Products offered through the Branvas Platform. All representations, warranties, and obligations relating to Product quality, safety, functionality, regulatory compliance, or fitness for a particular purpose rest exclusively with the original Supplier of each Product. Branvas expressly disclaims all warranties, express or implied, relating to any Products offered or fulfilled through the Platform.
Exclusion of Consequential and Related Damages
In no event shall either party be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of business, revenues, profits, data, savings, or goodwill, whether foreseeable or unforeseeable, arising out of or related to this Agreement or the use of the Services, regardless of the legal theory and even if such party has been advised of the possibility of such damages.
Exceptions to Limitations.
Notwithstanding anything to the contrary in this Section 10, the foregoing limitations of liability shall not apply to: (i) a party’s breach of its confidentiality obligations under this Agreement; or (ii) claims arising from a party’s infringement or misappropriation of the other party’s intellectual property rights.
Term of Agreement
This Agreement shall commence on the Effective Date as specified in the Account Registration Form and shall continue in effect for the initial subscription period set forth therein (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew on a rolling basis unless and until either party provides the other with no less than fourteen (14) days’ written notice of its intent to terminate. The Initial Term and any renewal or continuation thereof shall collectively constitute the “Term.”
Obligations Upon Termination or Expiration
Termination or expiration of this Agreement shall not relieve the Merchant of any payment obligations accrued prior to the effective date of termination, including those owed under Section 4.1. Upon termination or expiration, each party shall promptly return or, at the disclosing party’s written request, securely destroy all Confidential Information belonging to the other party, except where retention is required by applicable law or regulatory compliance.
Surviving Provisions.
The following provisions shall survive any termination or expiration of this Agreement: Sections 1 (Definitions), 6 (Rights), 7 (Confidentiality), 8 (Disclaimers of Warranties; Limitation of Liability), 16 (Dispute Resolution and Governing Law), and 10 (General Provisions).
Relationship of the Parties
The parties acknowledge and agree that they are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, fiduciary, agency, or employment relationship between the parties. Neither party is authorized to make any commitment or incur any obligation on behalf of the other.
Third-Party Beneficiaries
Each exemption from liability, limitation of liability, release, defense, indemnity, and waiver granted to Branvas under this Agreement shall extend equally to Branvas’s affiliates and their respective officers, directors, and employees. Branvas is deemed to act as agent and trustee on behalf of such entities and individuals for the purpose of this Section.
Notices
All notices under this Agreement must be in writing and shall be deemed properly given: (i) upon personal delivery; (ii) two (2) business days after deposit with a nationally recognized courier service; (iii) upon transmission confirmation if sent by facsimile; or (iv) two (2) business days after transmission by email, provided that no bounce-back or error message is received. Notices must be addressed to the signatory party’s contact as specified in the Account Registration Form or as otherwise designated in writing by the receiving party.
Waiver and Cumulative Remedies
No failure or delay by either party in exercising any right, remedy, or power under this Agreement shall operate as a waiver thereof. Unless expressly stated otherwise in this Agreement, all rights and remedies provided are cumulative and are in addition to, and not in lieu of, any other rights or remedies available at law or in equity.
Severability
If any provision of this Agreement is held to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, such provision shall be modified and interpreted so as to best fulfill the intent of the original provision to the maximum extent permitted by law. The remaining provisions of this Agreement shall remain in full force and effect.
Force Majeure
Neither party shall be deemed to be in breach of this Agreement for failure or delay in performance (except for obligations to pay amounts due) caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, governmental acts, labor disruptions (excluding those at the party’s own facility), telecommunications or Internet failures, or other similar events (“Force Majeure”). If a Force Majeure event continues for more than thirty (30) consecutive days, either party may terminate this Agreement upon written notice, with no further liability except for fees accrued prior to the onset of the Force Majeure event.
Assignment
Neither party may assign or transfer this Agreement, in whole or in part, whether voluntarily, by operation of law, or otherwise, without the prior written consent of the other party, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity. Any purported assignment in violation of this Section shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law rules that would cause the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties agree that this Agreement and all related documents shall be drafted and interpreted in English.
Further Assurances
Each party agrees to take such actions and execute such additional documents as may be reasonably necessary to fully carry out the terms and intent of this Agreement.
Entire Agreement
This Agreement—including these Terms, the Account Registration Form, and any documents expressly incorporated by reference (such as Supplier policies, delivery timelines, or data processing addenda)—constitutes the entire understanding between the parties with respect to its subject matter. It supersedes all prior and contemporaneous proposals, agreements, understandings, or representations, whether written or oral.
Modifications to Terms
Branvas may modify these Terms at any time by posting the updated version on the Branvas Platform. Continued use of the Services after the posting of revised Terms constitutes acceptance of those changes.
All trademarks, service marks, trade names, domain names, logos, design elements, proprietary technology, and other content or intellectual property made available through the Branvas Platform (collectively, “Branvas IP”) are and shall remain the exclusive property of Branvas or its licensors. Except as explicitly authorized in connection with use of the Services, Merchants may not copy, reproduce, modify, distribute, publicly display, or otherwise use any Branvas IP without Branvas’s prior written consent.
Merchants retain all ownership rights in their own intellectual property, including any trademarks, logos, brand names, or other branding elements submitted or uploaded to the Branvas Platform, provided that such materials do not violate the rights of any third party. By uploading or providing such materials, the Merchant grants Branvas a limited, non-exclusive, royalty-free, worldwide license to use, reproduce, and display the Merchant’s branding in connection with fulfillment of the Services. This includes use on private-label Products and packaging, as well as in Branvas’s marketing and promotional activities, subject to the Merchant’s prior written approval where required by law or agreement.
Each Merchant represents and warrants that they possess all rights, licenses, and permissions necessary to lawfully use and license any intellectual property provided to Branvas. Branvas disclaims all liability arising from unauthorized or unlawful use of third-party intellectual property submitted by Merchants.
Branvas reserves the right, in its sole discretion, to remove or disable access to any content that it reasonably believes infringes upon another party’s intellectual property rights. In cases of repeated infringement, Branvas may suspend or permanently revoke access to the Services, in accordance with applicable law.
The Services may include features that interoperate with or provide access to third-party platforms, services, or tools, including but not limited to e-commerce storefronts, payment processors, marketing platforms, or social media networks (“Third-Party Services”). Such integrations are provided for convenience and functionality but are not under the control of Branvas.
Branvas makes no representations or warranties regarding the availability, functionality, security, or accuracy of any Third-Party Services and expressly disclaims all liability arising from their use, including, without limitation, service outages, data loss, API disruptions, unauthorized access, or any changes to the terms, pricing, or functionality of such Third-Party Services.
The Merchant acknowledges and agrees that its use of any Third-Party Services is governed solely by the terms and conditions imposed by the applicable third-party provider, and Branvas shall not be responsible for any loss, damage, or liability arising therefrom.
Branvas reserves the right, in its sole discretion, to investigate, suspend, or terminate any Merchant account that it reasonably believes is engaged in fraudulent, abusive, deceptive, or unlawful conduct. This includes, without limitation, activities such as:
Such action may be taken with or without notice and may include, where appropriate, the removal of content, suspension of access to the Services, and cooperation with law enforcement or regulatory authorities. Branvas further reserves the right to pursue legal remedies against any Merchant engaging in or facilitating such misconduct.
Branvas reserves the right, in its sole discretion, to suspend or terminate a Merchant’s access to the Services at any time, with or without notice, and with or without cause. Without limiting the generality of the foregoing, Branvas may suspend or terminate access to the Services based on any of the following grounds, which include but are not limited to:
Upon termination, all rights granted to the Merchant under these Terms shall immediately terminate. The Merchant must promptly cease all use of the Services and the Branvas Platform. Branvas reserves the right to delete or disable access to any content associated with the Merchant’s account, except where retention is required by law or where Branvas has a legitimate business interest in retaining such content, including for recordkeeping or compliance purposes.
Termination of the Services does not relieve the Merchant of any obligations or liabilities accrued prior to the effective date of termination, including but not limited to unpaid fees or indemnification responsibilities.
The Merchant may terminate its account and Agreement with Branvas at any time by delivering written notice to hello@branvas.com. Unless otherwise agreed in writing, such termination shall become effective at the end of the then-current billing cycle. The Merchant remains responsible for all fees and charges accrued through the effective date of termination.
The Merchant agrees to indemnify, defend, and hold harmless Branvas, its affiliates, and their respective directors, officers, employees, agents, contractors, licensors, and representatives (collectively, the “Branvas Indemnitees”) from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, penalties, fines, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to any third-party claim resulting from:
Branvas reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the Merchant, in which case the Merchant agrees to cooperate fully in asserting any available defenses and providing requested assistance. The obligations under this section shall survive termination or expiration of this Agreement.
These Terms, and any dispute or claim arising from or relating to them, the Services, or the Branvas Platform, shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or to any transaction arising from the use of the Services.
Any dispute, controversy, or claim arising out of or in connection with these Terms—including their interpretation, performance, breach, termination, or validity—shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in English and held in San Francisco County, California, unless the parties mutually agree to a different location.
The arbitral award shall be final and binding on the parties, and judgment upon the award may be entered in any court of competent jurisdiction. Each party shall bear its own legal costs and expenses related to the arbitration, and the arbitrator’s fees and administrative costs shall be shared equally, unless otherwise determined by the arbitrator.
Nothing in this section shall be construed to limit or waive either party’s right to seek preliminary injunctive or other equitable relief in a court of competent jurisdiction, including without limitation for the protection of its intellectual property rights or to prevent unauthorized use of the Services.
Last updated: May 31, 2025