Terms Of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. ONCE ACCEPTED, THESE TERMS OF SERVICE, IN COMBINATION WITH OUR PRIVACY POLICY, DATA PROCESSING AGREEMENT, AND AFFILIATE AGREEMENT (COLLECTIVELY THE “TERMS”), BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU (OR THE BUSINESS ENTITY THAT YOU REPRESENT) AND 360 BRAND MARKETING LLC AND ITS RESPECTIVE OFFICERS, DIRECTORS, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO AS “360 BRAND MARKETING,” “WE” OR “US”) AND WILL GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM AND ALL OTHER INTERACTIONS WITH 360 BRAND MARKETING RELATED TO THE PLATFORM.

ONLY THE TERMS IN THIS RIGHT COLUMN ARE LEGALLY BINDING. THE EXPLANATIONS IN THE COLUMN TO THE LEFT ARE FOR INFORMATIONAL PURPOSES ONLY AND NON-BINDING.

IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT ACCEPT THEM, CREATE AN ACCOUNT, OR USE THE PLATFORM. IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS OF SERVICE AND THE ADDITIONAL AGREEMENTS INCORPORATED HEREIN BY REFERENCE, THESE TERMS OF SERVICE SHALL PREVAIL.

360 Brand Marketing reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. Your continued use of the Platform following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.

You should consult a lawyer for legal advice to ensure your use of the Platform complies with these Terms and applicable law.

1. Use of Platform

1.1. Age Restrictions. You must be at least 18 years old to use the Platform. By accepting these Terms, creating a Platform Account, or using the Platform, you represent that you are at least 18 years old. You must not create a Customer account unless you are at least 18 years of age. If you are a parent or legal guardian permitting a person who is at least 13 years of age but under 18 years of age (a "Minor") create a Customer account and/or use the Platform, you agree to: (i) supervise the Minor’s use of the Platform and their account; (ii) assume all risks associated with, and liabilities resulting from, the Minor’s use of the Platform and their Customer account; (iii) ensure that the content on the Platform is suitable for the Minor; (iv) ensure all information submitted to us by the Minor is accurate; and (v) provide the consents, representations and warranties contained in the Terms on the Minor’s behalf.

1.2. Platform Account Ownership. Your use of the Platform is conditioned on your provision of complete, current, and accurate information when registering for a Platform Account. The Platform is intended for business use or in connection with an individual’s trade, craft, or profession. As the individual who accepts these Terms, You are the owner of the Platform Account unless You are acting on behalf of a business entity, in which case, the business entity is the owner of the Platform Account. If You accept these Terms on behalf of a business entity, You represent and warrant that you have the authority to bind the business entity to these terms.

1.3. Intended Use. You and your customers may use the Platform only as intended for lawful purposes and in accordance with these Terms. You agree that You and Your customers will not use the Platform in any way that violates any applicable law or regulation or engage in any Prohibited Uses. In addition, you represent and warrant that: (i) You and Your customers will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms; (ii) You are fully responsible for your actions and the actions of your employees, agents, and customers who use of the Platform; (iii) You are fully responsible for the use of the Platform by your customers; (iv) You, your employees, agents and customers will not misrepresent the Platform or the Services; (v) You will provide these Terms to your employees, agents, and customers and confirm that all employees, agents, and customers understand that they are subject to these Terms if they use or offer access to the Platform; (vi) You own or control all rights in and to all content you provide to 360 Brand Marketing, including, but not limited to, any code provided to customize the Platform for your customers; (vii) You will be solely responsible for your use of the Platform, including the quality and integrity of any data and other information, including Information, made available to us by or for you through the use of the Platform; and (viii) You, your employees, and your customers will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication providers.

1.4. Privacy. By using the Platform and providing Information on or through the Platform, you consent to 360 Brand Marketing’s use and disclosure of the Information in accordance with the Privacy Policy available here and incorporated herein by reference. You agree that 360 Brand Marketing has no responsibility or liability for the deletion or failure to store any Information or content maintained or transmitted on or through the Platform. When you provide your customers with access to the Platform, you must implement and enforce your own Privacy Policy, providing the level of protection at least equal to that provided to you by 360 Brand Marketing. You must obtain consent from your customers, affirmatively acknowledging that your customers agree to be bound by your privacy policy. You represent and warrant that you have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide your customers’ data to us for use and disclosure in accordance with these Terms and our Privacy Policy.

1.5. Login Credentials. You are responsible for maintaining the confidentiality of your Login Credentials. You are responsible for all uses of your Platform Account and Login Credentials, whether or not authorized by you. You agree to notify 360 Brand Marketing immediately of any unauthorized access to or use of your Platform Account or Login Credentials or any other breach of security. 360 Brand Marketing reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in 360 Brand Marketing’s opinion, you have violated any provision of these Terms. Platform Accounts are non-transferable. You are obligated to take preventative measures to prohibit unauthorized users from accessing your Platform Account with your Login Credentials.

1.6. Use of Communication Services. The Platform may include certain communications features such as SMS, MMS, email, voice call capabilities and other methods. If You use these features, You agree that You are exclusively responsible for all communications sent using the Platform, including compliance with all laws governing those communications such as the Telephone Consumer Protection Act (“TCPA”) and the CAN-SPAM Act. You represent and warrant that you have obtained all necessary rights and permissions, including opt-ins, to communicate with each recipient.

1.7. 360 Brand Marketing’s Platform Operation. We cannot guarantee the Platform will be available 100% of the time. We will strive to keep the Platform available at all times, subject to necessary scheduled downtime for maintenance, unscheduled maintenance, and system outages. We cannot promise that the Platform will be error-free or uninterrupted. The Platform and its output depend in part on software and services provided by third parties.

1.8. Suspension and Termination. 360 Brand Marketing reserves the right to suspend or terminate your access to the Platform at its sole discretion, without notice, for conduct that 360 Brand Marketing believes is a violation of these Terms, harmful to other users of the Platform, to 360 Brand Marketing, to third parties, or for any other reason.

2. Resale MAP (Minimum Advertised Price) Policy

If you have been granted permission to resell access to a version of the Platform that has been tailored by or for you, your resale practices must adhere to our Minimum Advertised Price Policy, commonly referred to as the “MAP Policy.” The details of this policy are as follows:

a. Minimum Advertised Price: The advertised price for accessing the Platform must not be less than the Standard Prices that 360 Brand Marketing offers. To clarify, the Standard Price for one Sub-Account stands at $97 USD for monthly subscriptions and $970 USD for yearly ones. 360 Brand Marketing retains the authority to alter its Standard Prices whenever deemed necessary. Should there be modifications to the Standard Prices set by 360 Brand Marketing, it becomes your responsibility to ensure that your prices are compliant with the updated MAP Policy. It's also worth noting that any special pricing, discounts, or promotional offers presented by 360 Brand Marketing ("Special Pricing") do not create any exceptions to the MAP Policy. Any alterations to the MAP Policy will be communicated either through amendments to these Terms or via any other communication medium that 360 Brand Marketing, in its sole discretion, considers appropriate.

b. Difference Between Advertised and Final Sale Price: The "Advertised Price" refers to the price at which the Platform access is presented to potential customers. This price is calculated after factoring in all applicable discounts, rebates, gift card values, product giveaways, and other promotional measures that effectively reduce the displayed price. The MAP Policy strictly governs the Advertised Price. The "Final Price", which is the actual price at which you finalize the sale of the Platform access, is not confined by the MAP Policy.

c. Exceptions to the MAP Policy:

i. 360 Brand Marketing holds the exclusive right to make exceptions to the MAP Policy for any reason, whenever it sees fit. These exceptions must be recorded in writing and can be rescinded at any moment, based on 360 Brand Marketing's discretion.

ii. This MAP Policy does not apply to prices advertised at physical selling locations, provided the price is not visible or accessible to clients outside that location. The same exception applies to online “shopping cart” prices, provided these prices are not accessible via search engines or visible to clients until they reach the shopping cart.

iii. In jurisdictions where minimum advertised price policies are illegal, the MAP Policy is not applicable. Nevertheless, it is a policy breach to relay a price lower than the MAP from such a region to customers in locations where the MAP Policy is valid.

iv. Concerning sales targeting the European Union and the United Kingdom, this MAP Policy does not impede offering customer discounts or communicating that the Final Price might deviate from the Advertised Price.

d. Resale Restrictions: When providing resale access to the Platform, you accept full accountability for granting your customers access and ensuring their proper use of the Platform. You are the primary point of contact for addressing all customer concerns and disagreements. While 360 Brand Marketing might extend its assistance to help resolve customer issues, it is under no obligation to do so. If 360 Brand Marketing perceives that you're not adequately addressing customer complaints or if complaints arise about unattended customer grievances, we reserve the right to terminate your Platform Account.

e. No Impersonation of 360 Brand Marketing: Resellers are strictly forbidden from portraying themselves as employees of 360 Brand Marketing or hinting at any affiliation with 360 Brand Marketing during the resale process. Customers of resellers should not be directed to contact 360 Brand Marketing for any matters, including but not limited to Platform support.

f. Suspension and Termination: 360 Brand Marketing retains the right to either suspend or terminate your resale privileges at its sole discretion. This could be due to violations of the MAP Policy, these Terms, or any other reason that 360 Brand Marketing deems fit, with or without advance notice.

3. Prohibited Uses of 360 Brand Marketing Platform

Engaging in any of the actions listed below is considered a breach of this Agreement. Violations may result in the immediate suspension or termination of your Platform Account:

Violation of Laws: Using the platform in a manner that breaches any applicable law or regulation.

Exploitation: Using the platform to harm, exploit, or attempt to harm or exploit anyone.

Content Non-compliance: Sending, receiving, uploading, downloading, using, or re-using any material that doesn't adhere to these Terms.

Unlawful Promotions: Transmitting or encouraging the sending of illegal advertisements, junk mail, chain letters, spam, or similar solicitations.

Impersonation: Posing as 360 Brand Marketing, a 360 Brand Marketing employee, another user, or any other individual or entity. This includes using email addresses associated with the mentioned entities or individuals.

Restrictive Behavior: Engaging in conduct that hinders anyone's use or enjoyment of the platform.

Harmful Conduct: Conducting oneself in a manner that, as determined by 360 Brand Marketing, could harm platform users, 360 Brand Marketing itself, or expose them to liabilities.

Operational Interference: Using the platform in ways that could disable, damage, overburden, or impair its function. This includes interfering with other users' ability to engage in real-time activities.

Automated Access: Utilizing robots, spiders, or other automatic methods to access, monitor, or copy any platform content.

Unauthorized Monitoring: Manually monitoring or copying platform content without the prior written consent of 360 Brand Marketing.

Technical Interference: Employing any device, software, or routine that disrupts the proper functioning of the platform.

Malicious Software: Introducing or disseminating viruses, Trojan horses, worms, logic bombs, or other harmful software components.

Unauthorized Access: Attempting to access, damage, disrupt, or interfere with any parts of the platform, its servers, or any server, computer, or database connected to it.

Denial-of-service Attacks: Engaging in or encouraging a denial-of-service attack or a distributed denial-of-service attack against the platform.

General Interference: Any other attempts to disrupt the normal operations of the platform.

4. Payment

a. Fees.

Your use of the Platform is subject to the timely payment of all Fees. Fees may change from time to time. All Fees are exclusive of Communication Surcharges. You will pay all Communications Surcharges associated with your use of the Platform. Communications Surcharges will be shown as a separate line item on an invoice. All Fees and Communications Surcharges are nonrefundable. Fees will be billed to the credit card we have on file. Fees for subscriptions will be billed in advance of Services. You agree to provide us with accurate and complete billing information (name, address, credit card information, and phone number) and notify us of any changes within 10 days of the change.

b. Noncancellable Fees.

Some subscriptions for Services require a non-cancellable minimum subscription commitment which cannot be canceled until the commitment is fulfilled. Fees for such non-cancellable minimum subscription commitments will continue to be automatically applied to your bill until the minimum commitment has been achieved.

c. No Mark Ups.

You may not mark-up or increase any 360 Brand Marketing Fees that you pass through to Your customers or third parties. You are solely responsible for all pass-through Fees and related expenses, including but not limited to refunds and charge backs of such pass-through Fees. 360 Brand Marketing is not responsible for resolving issues or disputes between You and Your customers regarding pass-through Fees.

d. Taxes.

You are exclusively responsible for taxes and other governmental assessments (“Taxes”) associated with your use of the Platform, including all Taxes associated with transactions you conduct with your customers. 360 Brand Marketing may collect Taxes from you as part of the Fees as legally required or as 360 Brand Marketing deems appropriate, and all 360 Brand Marketing determinations regarding what Taxes to collect are final. 360 Brand Marketing may recalculate and collect additional Taxes from you if it determines at any point that they are due. You will indemnify 360 Brand Marketing for all Claims related to Taxes that are associated with your activities on the Platform, including any Taxes related to your transactions with your customers as further described below. Taxes are nonrefundable.

e. Overdue Amounts.

If, for any reason, your credit card company declines or otherwise refuses to pay the amount owed for the Services you have purchased, you agree that we may suspend or terminate your use of the Platform and/or delivery of Services and may require you to pay any overdue Fees and other amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.

f. Payment Disputes.

You will notify us in writing within sixty (60) days of the date we bill you for any invoiced Fees or charges that you wish to dispute. You must pay all invoiced Fees and charges while the dispute is pending or you waive the right to pursue the dispute. Where you are disputing any Fees or charges, you must act reasonably and in good faith and cooperate diligently with us to resolve the dispute. All 360 Brand Marketing determinations regarding your obligation to pay invoiced Fees and charges are final.

g. No Refunds or Credits.

Except as described below, all Fees assessed by 360 Brand Marketing are non-refundable. You are solely responsible for any excess Fees incurred by You as a result of an error or omission made by You or a third party. 360 Brand Marketing does not provide Fee refunds or credits for such errors or omissions, or for partially used or unused Platform or Services subscriptions. If you sign up for a subscription but do not access the Service or Platform, you are still responsible for all Fees during the term of your subscription. Except as may be required by law, 360 Brand Marketing reserves the right to issue or deny a refund or credit in its sole and absolute discretion, at any time, for any reason, and 360 Brand Marketing's determination of if and when to issue or deny a refund or credit is final.

h. Cancellations.

You are solely responsible for the cancellation of Services associated with your account, and you will be responsible for all Fees incurred until such cancellation occurs. No refunds will be provided for your failure to properly cancel the Services associated with your account.

i. Your Responsibility For Financial Transactions.

You are solely responsible for all financial transactions you and your customers engage in on the Platform or using the Services, including transactions conducted using billing tools enabled by the Services. You are exclusively responsible for all chargebacks related to activities of you and your customers, regardless of the reason for the chargeback.

5. Affiliate Program

360 Brand Marketing offers an Affiliate Program under which customers may receive commissions for referring new accounts to 360 Brand Marketing. Your participation in the Affiliate Program is subject to 360 Brand Marketing’s approval and your acceptance of the Affiliate Agreement, a copy of which is available here and is incorporated herein by reference. You must establish a payment account linked to your 360 Brand Marketing account in order to earn and receive commission payouts. Commissions may be forfeited if 360 Brand Marketing is unable to submit payment to your payment account for any reason.

6. Intellectual Property

6.1. Platform Content. The Platform and Platform Content are the property of 360 Brand Marketing or its licensors and are protected by copyright, trademark, and other intellectual property laws, except as indicated below. Platform Content does not include User Contribution(s), as defined below. 360 Brand Marketing grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive license to access and use the Platform Content while using the Platform for the purpose of making the Platform available to You and Your customers. Any other use, including the reproduction, modification, distribution, transmission, republication, framing, display, or performance of Platform Content without prior permission of 360 Brand Marketing is strictly prohibited.

6.2. 360 Brand Marketing Marks. 360 Brand Marketing Marks are trademarks and services marks of 360 Brand Marketing and may not be used without advance written permission of 360 Brand Marketing, including in connection with any product or service that is not provided by 360 Brand Marketing, or in any manner that is likely to cause confusion, or in any manner that disparages, discredits, or misrepresents 360 Brand Marketing. You may not remove any 360 Brand Marketing Marks or other proprietary notices, including, without limitation, attribution information, credits, and copyright notices that have been placed on or near the Platform or Platform Content. Other products or company names mentioned on the Platform may be trademarks or service marks of their respective owners. Third-party websites may feature 360 Brand Marketing Marks, with or without authorization, and such usage of 360 Brand Marketing Marks does not constitute or imply any approval, sponsorship, or endorsement by 360 Brand Marketing.

6.3. User Contributions. User Contributions are considered non-confidential and non-proprietary. You grant 360 Brand Marketing, our service providers, and each of their licensees, successors, and assigns the perpetual right to use, reproduce, modify, perform, display, distribute, and otherwise disclose User Contributions to third parties for any purpose. You also grant 360 Brand Marketing the right to use Your Information and User Contributions to improve the Platform, develop new services, and/or improve 360 Brand Marketing’s overall product offerings and business model. 360 Brand Marketing is not responsible or liable to any third party for the content or accuracy of any User Contributions, nor do we endorse the User Contribution of third parties. 360 Brand Marketing is not responsible for any failure or delay in removing User Contributions that violate the Terms. 360 Brand Marketing reserves the right to delete or otherwise remove any User Contributions we deem to be in violation of these Terms, with or without notice, at any time, for any reason. You represent and warrant that: (i) You own or control all rights in and to the User Contributions and have the right to grant the license granted above; (ii) All of your User Contributions comply with these Terms; and (iii) You understand and acknowledge that you are responsible for the legality, reliability, accuracy, and appropriateness of your User Contribution.

6.4. Prohibited User Contributions. You are prohibited from posting User Contributions on the Platform that: (i) Are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content; (ii) Victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or otherwise; (iii) Infringe any patent, trademark, trade secret, copyright, right of publicity, or other proprietary or intellectual property right of any party; or (iv) Breach the security of, compromise or otherwise allow access to secured, protected or inaccessible areas of the Platform, or attempt to gain access to other networks or servers via your Platform account.

6.5. Feedback. If you provide Feedback, you agree and acknowledge that your submission of Feedback is voluntary, non-confidential, and gratuitous, and 360 Brand Marketing has no obligation to use the Feedback. You grant 360 Brand Marketing and its designees a perpetual, irrevocable, non-exclusive, fully-paid up and royalty-free license to use any Feedback you submit to 360 Brand Marketing without restrictions or payment or other consideration of any kind, or permission or notification to you or any third party. The license includes, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Feedback, and all rights therein, in the name of 360 Brand Marketing or its designees throughout the universe in perpetuity in any and all media now or hereafter known. You represent that the Feedback is your own original work, you have all necessary rights to disclose the Feedback to 360 Brand Marketing, and neither your disclosure of the Feedback nor 360 Brand Marketing's review and/or use of the Feedback will infringe upon the rights of any other individual or entity. If your Feedback is the subject of a patent that is pending or has been issued, You are required to disclose that fact to 360 Brand Marketing.

6.6. Feedback Waiver. You hereby irrevocably release and forever discharge 360 Brand Marketing from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against 360 Brand Marketing with respect to the Feedback, including without limitation how 360 Brand Marketing directly or indirectly uses the Feedback. You agree that you are responsible for the content of the Feedback and further agree (at 360 Brand Marketing's option and at your sole expense) to defend, indemnify, and hold 360 Brand Marketing harmless from any and all actions, claims, and liabilities, demands, whether absolute or contingent and of any nature whatsoever, damages, losses, costs, fees, fines or expenses, including reasonable attorneys' fees, which 360 Brand Marketing may incur as a result of the use of the Feedback in accordance with these Terms.

6.7. Copyright; Digital Millennium Copyright Act. If you believe that Your copyrights have been infringed, or that your intellectual property rights have been otherwise violated by a third party’s use of our Platform, you should notify us of your infringement claim in accordance with the procedure set forth below. We will process and investigate notices of alleged

Our designated copyright agent to receive DMCA Notices is:

360 Brand Marketing LLC

4512 Poinsett St Unit B

North Myrtle Beach, SC 29582

United States

To be effective, the notification must be in writing and contain the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

a description of the copyrighted work or other intellectual property that you claim has been infringed;

a description of where the material that you claim is infringing is located on the Platform, with enough detail that we may locate it;

your address, telephone number, and email address;

a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and

a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Counter-Notice: If you believe that your User Contribution that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to upload or display the content in your User Contribution, you may send a written counter-notice containing the following information to the above-listed Copyright Agent:

your physical or electronic signature;

identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

a statement that you have a good-faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by our copyright agent, we will send a copy of the counter-notice to the original complaining party, informing that person that 360 Brand Marketing may repost the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be reposted, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

We may, at our sole discretion, limit access to the Platform and/or terminate the account of any user who infringes any intellectual property rights of others.

7. Disclaimers

IN NO EVENT SHALL 360 BRAND MARKETING OR ITS AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, OR LICENSORS (COLLECTIVELY, THE “360 BRAND MARKETING PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, REVENUE, SALES, DATA, OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE PLATFORM OR ANY CONTENT OR SERVICES PROVIDED ON OR THROUGH THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, 360 BRAND MARKETING'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO 360 BRAND MARKETING FOR THE SERVICES DURING THE TERM OF YOUR USE OF THE PLATFORM, BUT IN NO CASE WILL 360 BRAND MARKETING'S LIABILITY TO YOU EXCEED $1000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID BY YOU TO 360 BRAND MARKETING FOR THE PLATFORM, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM 360 BRAND MARKETING, REGARDLESS OF THE CAUSE OF ACTION.

360 BRAND MARKETING HAS MADE EVERY EFFORT TO ENSURE THE ACCURACY OF THE INFORMATION ON THE PLATFORM, BUT CANNOT GUARANTEE AND WILL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS RELATED TO THE ACCURACY, TIMELINESS, OR COMPLETENESS OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, OR RELATED GRAPHICS CONTAINED ON THE PLATFORM.

THE 360 BRAND MARKETING PARTIES ARE NOT RESPONSIBLE FOR ANY CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM.

Indemnification

You agree to indemnify and hold harmless the 360 Brand Marketing Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from your (or anyone using your account’s) violation of these Terms. 360 Brand Marketing reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with 360 Brand Marketing’s defense of such claim.

Termination

360 Brand Marketing reserves the right, in its sole discretion, to terminate your access to all or part of the Platform, with or without notice, for any reason or no reason at all, including, without limitation, breach of these Terms.

8. Limitation of Liability, Indemnification, and Mitigation

Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of the Platform or the Services shall be limited to the amount you paid us for Services purchased on the Platform during the three (3) month period before the act giving rise to the liability.

IN NO EVENT SHALL 360 BRAND MARKETING BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM MALICIOUS CODE, LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR THIRD PARTY SERVICES OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE PLATFORM.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY SERVICES OR DISRUPTIONS THEREOF, OR THIRD PARTY PROMISES AND/OR STATEMENTS REGARDING OUR PLATFORM SERVICES OR CONTENT OR FOR TRANSACTIONS WITH THE THIRD PARTY THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

You agree to defend, indemnify, and hold 360 Brand Marketing harmless against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Platform (“Claims”), including, but not limited to: (a) our use of or reliance on information or data supplied or to be supplied by you, your employees, agents, or customers; (b) any breach of or default under these Terms by you, your employees, agents, or customers; (c) the wrongful use or possession of any 360 Brand Marketing property by you, your employees, agents, or customers; (d) any negligence, gross negligence or willful misconduct by you or your employees, agents, or customers; (e) misrepresentations by you, your employees, agents, or customers (f) violation(s) of applicable law by you, your employees, agents, or customers, (g) your actions and the actions of your employees, agents, or customers; (h) the acts or omissions of you, your employees, agents, or customers in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email or other communications using the Services, (i) Taxes and other Fees and/or (j) any disputes between (1) you and other users (2) you and your client(s) and/or (3) your customers.

If the Platform is found to violate any third-party intellectual property right, at our option we may: (a) obtain the right for you to continue to use the Platform as contemplated by these Terms; (b) modify or replace the Platform, in whole or in part, to seek to make the Platform non-infringing; or (c) require you to immediately cease any use of the Platform.

9. Limitation On Time To File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

10. Injunctive Relief

You agree that a breach of these Terms will cause irreparable injury to 360 Brand Marketing for which monetary damages would not be an adequate remedy, and 360 Brand Marketing shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

11. Waiver And Severability

No waiver by 360 Brand Marketing of a term or condition set forth in these Terms shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of 360 Brand Marketing to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

12. Change of Control

360 Brand Marketing may assign its rights under these Terms at any time, without notice to you. You may not assign your rights under these Terms without 360 Brand Marketing’s prior written consent which may be withheld at 360 Brand Marketing’s sole discretion.

13. Entire Agreement

Except as noted below, these Terms constitute the sole and entire agreement between you and 360 Brand Marketing with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform. These Terms may not be altered, supplemented, or amended by the use of any other document(s) unless such document is signed by an authorized representative of 360 Brand Marketing.

360 Brand Marketing may enter into a separate agreement with you. The terms of any separate agreement between you and 360 Brand Marketing will be considered a part of your entire agreement with 360 Brand Marketing. To the extent there is a conflict between these Terms and the terms of your separate agreement with 360 Brand Marketing, your separate agreement with 360 Brand Marketing will control.

14. Term and Termination

These Terms will remain in full force and effect so long as you maintain a Platform Account. The sections of these Terms that are intended to survive termination of your Platform Account will remain binding even after you are no longer a Platform user.

a. Grounds for Termination. You agree that 360 Brand Marketing, in its sole discretion, may suspend or terminate your access to the Platform (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Platform, and reporting you to the proper authorities, if necessary. 360 Brand Marketing reserves the right to delete Platform Accounts that have remained inactive for at least one (1) year.

b. No Right to Services Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Platform will immediately cease. 360 Brand Marketing is not liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us with regards to your Platform access.

c. How to Terminate or Make Adjustments. If you, for any reason, would like to terminate your access to the Platform or make adjustments, 360 Brand Marketing requires written notice at least 30 days before your next billing date.

d. No Termination by Third Party Users. 360 Brand Marketing has limited access to subscriptions not directly purchased from us. Any user who has been given access to the Platform by any party other than 360 Brand Marketing must contact the party who originally provided access to the Platform for any inquiries related to termination.

e. Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the Platform or any associated product or service through the Platform arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

15. Applicable Law, Binding Arbitration, and Class Action Waiver

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

The laws of the State of Texas will govern these Terms of Service and any disputes under them, without giving effect to any principles of conflicts of laws.

Any controversy or claim arising out of or relating to these Terms shall be exclusively settled by arbitration administered by the American Arbitration Association in accordance with Commercial Arbitration Rules, then in effect. This arbitration provision is governed by the Federal Arbitration Act. The arbitration proceedings shall be held in Dallas, Texas. Any arbitration award may be entered in a court of competent jurisdiction.

All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.

16. Communications and Contact Information

All notices to a party shall be in writing and shall be made via email. Notices to 360 Brand Marketing must be sent to legal@360brandmarketing.com. You agree to allow us to submit notices to you either through the email address you provided when registering, or to any address we have on record. Notices are effective on receipt.

360 Brand Marketing may contact you regarding these Terms using any information you provide, or by any other means if you do not provide contact Information. If you no longer wish to receive communications from 360 Brand Marketing, you can click on the “unsubscribe link” provided in such communications or contact us at support@360brandmarketing.com.

When you create a Platform account, you must designate a primary email address that will be used for receiving electronic communication related to these Terms. 360 Brand Marketing will never send you an email requesting confidential information such as account numbers, usernames, or passwords, and you should never respond to any email requesting such information. If you receive such an email purportedly from 360 Brand Marketing, do not respond to the email and notify 360 Brand Marketing by emailing us at support@360brandmarketing.com.

For all other feedback, comments, requests for technical support, and other communications relating to the Platform or the Terms, please contact us at or by mail at:

360 Brand Marketing Inc.

ATTN: Legal Department

4512 Poinsett St Unit B, North Myrtle Beach, SC 29582, United States

17. Definitions

17.1. “Communication Surcharges” means any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges related to your use of the Platform.

17.2. "Feedback” means ideas You provide to 360 Brand Marketing regarding improvements, enhancements, new features, new products, or other concepts related to the Platform, Services, or other matters related to 360 Brand Marketing’s business.

17.3. “Fees” means any fees associated with the Platform, including but not limited to the monthly subscription services fee and any fees associated with add-in Services that you may purchase.

17.4. "360 Brand Marketing Marks” means the 360 Brand Marketing name and related logos and service marks of 360 Brand Marketing.

17.5. “Information” means data about You and Your customers that 360 Brand Marketing collects on the Platform, including but not limited to information required to create a Platform Account and use the Platform for the intended purpose.

17.6. “Login Credentials” means the username and password used to access your Platform Account.

17.7. “Platform” means any Services, Training, content, functionality, communication channels, and software or other services or features offered to customers on or through 360 Brand Marketing’s website or mobile application.

17.8. “Platform Account” means the account you created in order to access and use the Platform.

17.9. “Platform Content” means content, data, features, and functionality, including but not limited to text, graphics, videos, logos, button icons, databases, music, sounds, images, or other material that can be viewed on the Platform. Platform Content does not include User Contributions.

17.10. “Prohibited Conduct” means the behaviors described in Section 3.

17.11. “Services” means the variety of product integrations and services that 360 Brand Marketing makes available on the Platform. Services may include Third Party Services.

17.12. “Sub-Account” means a subscription for one business under a Platform Account.

17.13. “Third Party Content” means content, promotions or offers provided by third parties or links to external third-party websites that may be accessible on the Platform.

17.14. “Third Party Services” means any Services or other services owned and provided by a third party vendor that 360 Brand Marketing makes available to You as a Service on or through the Platform.

17.15. “Training” means any training, information or suggested usages conveyed by 360 Brand Marketing about the Platform.

17.16. “User Contributions” means content or materials that you post, submit, upload, publish, display, or transmit on or through the Platform or to 360 Brand Marketing directly.

17.17. “You” or “you” or any derivatives thereof means the individual who accepted the Terms or the business entity that the individual represents. “You” also includes any and all agents, employees, or third parties that are authorized to act on your behalf.