THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
BY PLACING AN ORDER FOR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.
YOU MAY NOT ORDER OR OBTAIN SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH Branbee LLC OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS OR SERVICES BY APPLICABLE LAW.
1. Acceptance of Terms
1.1. These Terms of Service (this “Agreement”) constitute a legally binding agreement between Branbee LLC (“Branbee,” “we,” “us,” or “our”) and you. This Agreement governs your access to and use of our website located at www.branbee.co (the “Site”) and any marketing, design, consulting, website, sales support, subscription, or related services that we provide (the “Services”). By accessing the Site or using the Services in any manner, you acknowledge that you have read, understood, and agree to be bound by this Agreement. We may update or modify these Terms from time to time, and any revisions will be effective as of the “Last Updated” date shown on the Site. You should review these Terms before purchasing or using any Services. Your continued use of the Site or Services after the “Last Updated” date constitutes your acceptance of the revised Terms.
1.2. These Terms form part of and work together with our Website Terms of Use, which apply generally to your use of the Site. You should also review our Privacy Policy (see Section 2) before submitting any personal information or placing an order for Services through the Site.
1.3. The Site is controlled and operated by us from the United States. We do not represent or warrant that the Site or its content is appropriate or available for use in other locations. Access to the Site from territories where its content or use is illegal is prohibited. If you choose to access the Site from outside the United States, you do so on your own initiative and are solely responsible for complying with applicable local laws.
2. Privacy Policy
2.1. Our Privacy Policy, available at https://www.branbee.co/privacy-policy (the “Privacy Policy”), explains how Branbee LLC collects, uses, and protects your personal information. By accessing or continuing to use this Site or our Services, you acknowledge and agree to the Privacy Policy, which is incorporated into these Terms by reference. If you do not agree with the way your personal information is handled as described in the Privacy Policy, you should not use this Site or our Services. You must be at least 18 years of age, or the legal age of majority in your jurisdiction, to access or use this Site.
3. The Services
3.1. Subject to your compliance with this Agreement, enrollment in an applicable subscription or service plan, and our timely receipt of all required payments, Branbee LLC will make the Services associated with your plan available to you during the applicable subscription term. We will use commercially reasonable efforts to keep the Services available, except during scheduled maintenance windows or unplanned downtime due to technical issues or circumstances beyond our control. We reserve the right, at any time and in our discretion, to modify, enhance, suspend, or discontinue any part of the Services, with or without notice.
3.2. You may only access and use the Services in accordance with this Agreement. You agree to (i) provide accurate, current, and complete information when requested through the Site (“Registration Data”); (ii) promptly update your Registration Data to keep it accurate and complete; (iii) maintain the security and confidentiality of your login credentials; (iv) notify us immediately of any unauthorized use of your account; and (v) accept full responsibility for all activity that occurs under your account. Each individual user must have a unique login. You must provide a valid email address for each authorized user and any additional information we reasonably request.
3.3. You are solely responsible for obtaining and maintaining all internet access, devices, software, and other equipment necessary to access and use the Services, as well as for paying any related costs or fees.
3.4. We may suspend or terminate your account or access to the Services at any time, without prior notice or liability to you, if we determine in our sole discretion that you have violated this Agreement, misused the Services, shared or misused login credentials, acted in a way that is abusive or harmful toward our team, or used the Services for any unlawful or prohibited purpose.
3.5. “Licensed Content” means any content owned by Branbee or licensed from third parties, including but not limited to stock media, templates, font files, artwork, images, videos, audio, or other creative assets. Although you will own the final deliverables created for you (subject to Section 4), any Licensed Content incorporated into those deliverables remains subject to the license terms applicable to that content and may not be transferred separately. You also grant Branbee a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable license to use any feedback, suggestions, or recommendations you provide in connection with improving or marketing our Services.
3.6. Provided you remain in compliance with this Agreement and all applicable payment obligations, Branbee grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your internal business purposes only. You may not access or use the Services to monitor performance, functionality, or availability for competitive purposes. You further agree that you will not, and will not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of any technology used in the Services (except where such restriction is prohibited by law); (b) modify, copy, or create derivative works based on the Services; (c) use the Services for purposes other than your internal business operations; or (d) use the Services in violation of this Agreement or applicable laws, including intellectual property and privacy laws.
3.7. From time to time, Branbee LLC may offer a complimentary marketing audit (the “Free Marketing Audit”). The Free Marketing Audit is provided solely for informational purposes based on the information you choose to provide to us and publicly available data. The Free Marketing Audit does not constitute legal, financial, tax, or professional advice, and your participation in the Free Marketing Audit does not create a client, agency, partnership, or fiduciary relationship between you and Branbee unless and until you separately enroll in a paid Services plan.
3.7.1. The Free Marketing Audit is subject to availability and may be modified, limited, suspended, or discontinued by Branbee at any time without notice. Branbee may, in its discretion, limit eligibility for the Free Marketing Audit, including limiting the offer to one audit per business or organization. Participation in the Free Marketing Audit does not obligate you to purchase any Services, and the Free Marketing Audit has no cash value and may not be exchanged for credits, discounts, or refunds.
3.7.2. You agree that any information, content, or materials you provide to Branbee in connection with the Free Marketing Audit will be accurate and lawful for you to share. Branbee makes no representation or guarantee regarding the accuracy or completeness of any findings or recommendations provided as part of the Free Marketing Audit, and Branbee does not guarantee that any particular business, financial, or marketing results will be achieved.
3.7.3. Data and Privacy. In connection with the Free Marketing Audit, you may provide Branbee with business information, marketing data, website analytics, or other materials (“Audit Data”). Branbee may also review publicly available information relating to your business. Branbee may use Audit Data for the purposes of performing the Free Marketing Audit, communicating with you regarding the Free Marketing Audit and related Services, and improving our offerings. To the extent Audit Data includes personal information, such information will be handled in accordance with our Privacy Policy. Branbee may also create aggregated or anonymized data that does not identify you or your business, which Branbee may use for internal business, analytics, and service-improvement purposes. Branbee will not sell your Audit Data or disclose Audit Data in a manner that identifies you or your business to third parties, except as required by law or with your consent. To learn more about how Branbee collects, uses, and protects information, please review our Privacy Policy available at https://www.branbee.co/privacy-policy.
3.7.4. By requesting or participating in the Free Marketing Audit, you consent to Branbee contacting you regarding the audit results and to discuss related Services. You acknowledge that Branbee is not responsible for any decisions you make or actions you take based on the Free Marketing Audit.
4. Use of the Services
4.1. You may use the Services for the number, type, and scope of projects included in your selected subscription or service plan, and as appropriate for the production capacity of your account. Revision availability varies by plan. Clients on the Starter Plan receive one (1) revision per deliverable. Clients on the Growth Plan and Pro Plan receive unlimited revisions on included deliverables, subject at all times to reasonable production capacity and workflow timelines. Clients enrolled in Branbee’s Done-For-You Website plans receive unlimited design revisions during the active project period until website design approval. Unlimited revisions do not mean unlimited same-day work or output and may impact the delivery timeline of other projects in the queue. Regardless of plan tier, the pace of delivery will depend on factors including overall workload, complexity of requests, client responsiveness, and approval times. We will make commercially reasonable efforts to accommodate your priorities and timelines; however, the Services should not be relied upon for strict or time-sensitive deadlines.
4.2. When we provide deliverables or files to you, you agree to carefully review and proof all materials for accuracy, completeness, and errors of any kind. You must notify us of any required corrections or changes within seven (7) days of receipt. We will use reasonable efforts to correct errors reported during this period. If you notify us after this timeframe, we are not obligated to make revisions, but we may do so at our discretion.
4.3. You are solely responsible for all information, data, content, creative materials, assets, and instructions you provide to us in connection with the Services (“Customer Content”). By submitting Customer Content, you represent and warrant that you own or otherwise have all necessary rights, licenses, permissions, and authority to use and provide such content to us. You grant Branbee a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, and display Customer Content solely for the purpose of providing the Services to you.
4.4. Subject to your full compliance with this Agreement and payment of all applicable fees, you will own all right, title, and interest in and to the final deliverables created specifically for you through the Services, including any associated intellectual property rights, excluding any Licensed Content or pre-existing materials as described in Section 4.5. To the extent any deliverables qualify as “work made for hire” under applicable law, they will be deemed created as such for your benefit. Where a deliverable does not qualify as a “work made for hire,” Branbee hereby assigns to you all right, title, and interest in such deliverable upon full payment. These ownership rights are expressly conditioned on your compliance with this Agreement and full payment of all amounts due.
4.5. In providing the Services, Branbee may use or incorporate pre-existing materials, including but not limited to templates, code, libraries, processes, methodologies, stock assets, and other tools created or licensed by Branbee or third parties. Branbee and its licensors will retain all right, title, and interest in and to such pre-existing materials. You are granted a limited, worldwide, royalty-free, non-transferable, non-sublicensable license to use such pre-existing materials solely as incorporated into the final deliverables for your internal business purposes. All other rights are expressly reserved.
4.6. Branbee does not support, permit, or tolerate the use of its Services to promote discrimination, harassment, hate, or harm toward any individual or group based on race, color, religion, gender, sexual orientation, gender identity, age, disability, ancestry, national origin, or any other protected characteristic. You may not use the Services to encourage hostility, violence, or unlawful activity. If we determine, in our sole discretion, that the Services are being used in this manner, we may suspend or terminate your access immediately, without notice or liability.
4.7. Branbee provides social media posting and scheduling only as a complimentary service. You are paying for the creation of content and deliverables, not for the scheduling or publishing of that content. For this reason, refunds or credits are not issued for any issues related to account connections, scheduling tools, platform outages, posting failures, or other technical problems involving third-party platforms. You are responsible for connecting and maintaining access to your social media accounts, and Branbee cannot publish content until at least one account is properly connected. If your account becomes disconnected, restricted, disabled, or flagged — or if a platform removes or limits your content — Branbee is not responsible, and you may download and post your content manually. You are also responsible for reviewing your accounts to confirm that posts are publishing as intended. Where possible, Branbee will assist in rescheduling content once technical issues are resolved, but such issues do not alter the non-refundable nature of our Services.
4.8. Branbee’s Done-For-You Website plans include the design and build of your website. Website hosting is required for all website plans and is billed separately unless otherwise stated. Clients enrolled in the Premium Website Plan receive one (1) year of website hosting at no additional cost beginning on the date the site is launched or made publicly accessible. After the first year, standard hosting fees will automatically apply and will be billed at the then-current hosting rate unless the client cancels hosting in writing prior to renewal. Clients enrolled in any other website plan are responsible for ongoing hosting fees beginning at the time hosting is activated. Hosting fees are separate from design or subscription service fees and are non-refundable once hosting has been activated. If hosting is cancelled, the website may be taken offline unless the client arranges alternative hosting and any required migration services. Migration requests may be subject to additional fees. Branbee is not responsible for third-party hosting outages, platform performance, or issues resulting from external service providers. Continued hosting constitutes acceptance of the applicable hosting terms.
5. Fees
5.1. Use of the Services requires payment of recurring subscription fees (and any applicable taxes). Before Branbee has any obligation to provide the Services, all required fees must be paid in full in the amounts and billing frequency selected during registration, as may be updated prospectively by you from time to time. By registering for the Services, you authorize Branbee LLC to automatically charge your selected payment method (such as a credit or debit card) for the applicable fees and taxes beginning on your initial registration date and continuing according to your selected billing cycle (e.g., monthly or annually). Any overdue amounts may accrue interest at the rate of 1.5% per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower. Branbee reserves the right to suspend or terminate your account for non-payment. Except as expressly stated in this Agreement, all fees are non-cancelable and non-refundable.
5.2. Branbee may modify its pricing or fees from time to time. Unless otherwise required by law, any pricing changes will take effect after we provide advance notice. Your continued use of the Services after the effective date of the fee change constitutes your acceptance of the new pricing. Temporary promotions or discounts do not require advance notice.
5.3. You may cancel your subscription at any time through your account settings or by contacting our support team. If you cancel before the next renewal date, you will retain access to the Services until the end of your current paid billing term. When your subscription expires or is terminated, your access to the Services — including to any hosted files or project materials stored within the platform — may be discontinued. We do not provide refunds or credits for partial billing periods, plan downgrades, or unused time.
5.4. Branbee does not offer a general satisfaction guarantee or automatic refund policy unless expressly stated in writing for a specific promotion or plan. Any approved refunds are granted solely at Branbee’s discretion. To read more about our refund policy, please visit https://www.branbee.co/refund-policy.
6. Confidential Information
6.1. For purposes of this Agreement, “Confidential Information” means any non-public, proprietary, or confidential information disclosed by one party to the other, whether oral, written, electronic, or otherwise. Confidential Information includes, without limitation, information relating to current or future business plans, strategies, operations, products or services, pricing, customers, designs, specifications, creative assets, concepts, research, data, technology, development, marketing plans, trade secrets, and any other information that a reasonable person would understand to be confidential in nature.
6.2. During the course of our relationship, you may disclose Confidential Information to Branbee. We agree to keep your Confidential Information strictly confidential, not to disclose it to any third party except as you authorize in writing, and to use it solely for the purpose of providing the Services. Access to your Confidential Information will be limited to employees, contractors, and authorized representatives of Branbee who need such information in order to perform the Services. Branbee will be responsible for any breach of this Section by its personnel.
6.3. During the course of our relationship, Branbee may likewise disclose Confidential Information to you. You agree to keep Branbee’s Confidential Information strictly confidential, not to disclose it to any third party except as we authorize in writing, and to use it only as permitted under this Agreement. You will limit access to our Confidential Information to your employees, contractors, and authorized representatives who require such access in connection with the Services. You will be responsible for any breach of this Section by your personnel.
6.4. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was already lawfully in the receiving party’s possession at the time of disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (d) is lawfully obtained from a third party without breach of any confidentiality obligation.
6.5. The confidentiality obligations set forth in this Section will remain in effect during the term of this Agreement and for five (5) years following its termination, except with respect to trade secrets, which will remain confidential for so long as they are protected as trade secrets under applicable law.
7. Portfolio Rights
7.1. You grant Branbee LLC a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, worldwide license to use, reproduce, publish, and display any deliverables we create for you through the Services for the sole purpose of marketing and advertising our work (the “Portfolio Rights License”). This may include use on our website, social media, presentations, and promotional materials.
You may revoke the Portfolio Rights License at any time by sending written notice to support@branbee.co. After we receive your notice, Branbee will stop using your deliverables for future marketing and advertising purposes; however, any existing uses that cannot reasonably be removed (for example, past social posts, website archives, or third-party reposts) may continue to exist online.
8. Term and Termination
8.1. This Agreement remains in effect for as long as you maintain an active account or subscription to the Services. This Agreement will automatically terminate upon the expiration or termination of your account or subscription. Any provisions of this Agreement which, by their nature, should survive termination will continue in full force and effect, including but not limited to payment obligations, confidentiality provisions, intellectual property terms, warranty disclaimers, indemnification obligations, and limitations of liability.
8.2. Branbee may suspend or terminate your account, your access to the Services, or this Agreement as a whole at any time upon notice if you fail to comply with this Agreement or otherwise breach its terms. Upon expiration or termination of your account or subscription, all rights granted to you under this Agreement with respect to the applicable Services will immediately cease, and you will lose access to the Services, your account, and any Customer Content or files stored within the platform. If this Agreement is terminated due to your breach, any licenses to Licensed Content granted to you under this Agreement will also terminate.
9. Disclaimer of Warranties
9.1. Branbee represents and warrants that, upon your full payment of all applicable fees, you will receive good and valid rights to the final deliverables produced specifically for you through the Services, subject to any Licensed Content or pre-existing materials incorporated into those deliverables, which may be governed by separate license terms and restrictions.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 9.1, THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. BRANBEE LLC MAKES NO PROMISES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, OR RESULTS.
Without limiting the foregoing, Branbee does not warrant or guarantee that the Services will be uninterrupted, error-free, secure, or that any particular business outcome, sales result, marketing performance, or revenue level will be achieved through the use of the Services.
Some jurisdictions do not allow the exclusion of certain warranties. In such jurisdictions, the exclusions above will apply only to the fullest extent permitted by applicable law.
10. Limitation of Liability
10.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRANBEE LLC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR FINANCIAL LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE EXTENT PERMITTED BY LAW, BRANBEE’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SITE, OR THE SERVICES — WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE — WILL NOT EXCEED THE AMOUNT YOU PAID TO BRANBEE FOR THE SERVICES DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF NO FEES WERE PAID, OUR TOTAL LIABILITY WILL NOT EXCEED FIFTY DOLLARS.
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
11. Indemnification
11.1. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS BRANBEE LLC, AND OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (A) YOUR USE OF THE SITE OR THE SERVICES; (B) ANY CUSTOMER CONTENT OR MATERIALS YOU PROVIDE; (C) ANY DELIVERABLES CREATED BASED ON YOUR REQUESTS OR CUSTOMER CONTENT; OR (D) YOUR BREACH OF THIS AGREEMENT OR VIOLATION OF APPLICABLE LAW.
YOU AGREE TO COOPERATE FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY SUCH CLAIM. BRANBEE RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL CONTINUE TO BE RESPONSIBLE FOR SUCH CLAIMS. YOU MAY NOT SETTLE ANY CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.
12. Links to Third-Party Platforms
12.1. The Site and the Services may contain links to, or be made available through, third-party websites, platforms, tools, or services. These third parties are not controlled or operated by Branbee LLC, and we are not responsible or liable for any content, products, services, privacy practices, or actions of such third parties. Your use of any third-party platform is at your own risk and is subject to the terms and policies of those third parties.
13. Digital Millennium Copyright Act
13.1. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Site infringe your copyright, you may request the removal of those materials from this Site by contacting us at support@branbee.co.
13.2. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: (1) your physical or electronic signature; (2) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on this Site, a representative list of such works; (3) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (4) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (5) a statement that you have a good-faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (6) a statement that the information in the written notice is accurate; and (7) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
13.3. If you believe that any content available through our Services infringes your copyright, you may notify us at support@branbee.co with a description of the material you believe to be infringing and the basis of your claim. Please include sufficient detail to identify the work at issue and where it is located within our Services, along with your contact information. Branbee is not acting as a designated DMCA agent, but we will review all copyright-related notices in good faith and may take appropriate action in our discretion, which can include removing or disabling access to the material in question.
14. Dispute Resolution and Choice of Forum
14.1. This Agreement is governed by, and will be construed in accordance with, the laws of the State of Texas, without regard to any choice-of-law or conflict-of-law principles that would result in the application of the laws of any other jurisdiction. Any legal action, claim, or proceeding arising out of or relating to this Agreement shall be brought in a state or federal court located in Cameron County, Texas. The parties consent to the exclusive jurisdiction and venue of such courts for any such action or proceeding.
14.2. If no court located in Cameron County, Texas is determined to have jurisdiction over a dispute, the parties agree that the dispute shall be resolved by binding arbitration administered in the State of Texas in accordance with applicable arbitration rules. The arbitration shall be conducted on an individual basis, and all aspects of the arbitration proceeding, including any ruling, decision, or award, will be strictly confidential.
14.3. THE PARTIES 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, OR REPRESENTATIVE ACTION OR PROCEEDING.
14.4. ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. IF A CLAIM IS NOT FILED WITHIN THAT TIME PERIOD, IT IS PERMANENTLY BARRED.
15. Assignment
15.1. This Agreement and the rights and obligations set forth herein are personal to you. You may not assign, transfer, delegate, or otherwise dispose of this Agreement, or any of your rights or obligations under it, without the prior written consent of Branbee LLC. Any attempted assignment or transfer in violation of this provision will be null and void. Branbee LLC may freely assign or transfer this Agreement, in whole or in part, including without limitation in connection with a merger, acquisition, reorganization, bankruptcy, or the sale of some or all of our assets or equity.
16. Severability
16.1. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect. The invalid, illegal, or unenforceable provision will be deemed modified or, if necessary, replaced by a valid, legal, and enforceable provision that most closely reflects the original intent of the parties.
17. Non-Waiver
17.1. The failure of either party at any time to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision, nor will it be deemed a waiver of any other right or provision. A waiver of any term or condition of this Agreement on one occasion will not be considered a waiver of the same term or condition or any subsequent breach on any other occasion.
18. Force Majeure
18.1. We will not be liable for any failure or delay in performing any obligation under this Agreement to the extent such failure or delay is caused by circumstances beyond our reasonable control, including but not limited to pandemics or widespread outbreaks of infectious disease, government shutdowns or restrictions, lightning, flood, severe weather, fire, explosion, war, acts of terrorism, civil disorder, labor or industrial disputes (whether or not involving our employees), acts or omissions of government authorities, failures or interruptions of telecommunications or utility services, hardware or software failures, or hostile network or cyberattacks (each, a “Force Majeure Event”). Our performance will be excused for the duration of the Force Majeure Event, provided that we will use commercially reasonable efforts to resume performance as soon as practicable after the Force Majeure Event is removed.
19. Entire Agreement
19.1. If you have entered into a separate written agreement with Branbee LLC governing your access to or use of the Site or the Services, then the terms of that separate agreement will control to the extent of any conflict with this Agreement. In all other cases, this Agreement constitutes the entire agreement between you and Branbee LLC regarding the subject matter hereof and supersedes all prior or contemporaneous communications, negotiations, proposals, and understandings, whether written or oral.