Brand Terms and Conditions

Last Updated: March 26, 2025

These Brand Terms and Conditions (the “Brand Terms”) and the rights and obligations contained in it are in addition to and are incorporated into the Fohr Terms of Service (“Terms of Service”). Nothing in these Brand Terms will be interpreted to limit, change, or waive any terms of the Terms of Service or our Privacy Policy. However, if there is any inconsistency between the Terms of Service and these Brand Terms, these Brand Terms will control. All capitalized terms used and not otherwise defined in these Brand Terms shall have the meaning set forth in the Terms of Service.

1. Access and Use. Fohr shall provide Brand with access to and use of the Services set forth in the Terms of Service. Subject to and conditioned on Brand's payment of the Service Subscription Fees and compliance with the terms and conditions of these Brand Terms, Fohr hereby grants Brand a non-exclusive, non-transferable right to access and use the Services during the term, solely for use by Brand's employees, consultants, contractors, and agents (i) who are authorized by Brand to access and use the Services under the rights granted to Brand pursuant to these Brand Terms and (ii) for whom access to the Services has been purchased hereunder (the “Authorized Users”) in accordance with the terms and conditions herein. Such use is limited to Brand's internal use. Fohr shall provide to Brand the necessary passwords and network links or connections to allow Brand to access the Services.
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2. Termination. Either Party may terminate these Brand Terms, effective on written notice to the other Party, if the other Party materially breaches these Brand Terms, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach. Upon any expiration or termination of these Brand Terms, access to the Services will immediately terminate. No expiration or termination will affect Brand's obligation to pay all Fees that may have become due before such expiration or termination or entitle Brand to any refund.
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3. Brand Responsibilities. Brand is responsible and liable for all uses of the Services and access to documentation resulting from access provided by Brand, directly or indirectly, whether such access or use is permitted by or in violation of these Brand Terms. Without limiting the generality of the foregoing, Brand is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Brand Terms if taken by Brand will be deemed a breach of these Brand Terms by Brand. Brand shall use reasonable efforts to make all Authorized Users aware of these Brand Terms’ provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.
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4. Fees and Payment. Brand shall pay Fohr the Services Subscription Fee without offset or deduction. Brand shall make all payments hereunder in US Dollars and via ACH. Brand shall pay all Services Subscription Fees within 30 days following the receipt of an invoice. If Brand fails to make any payment when due, without limiting Fohr's other rights and remedies: (i) Fohr may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Brand shall reimburse Fohr for all reasonable costs incurred by Fohr in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for 30 days or more, Fohr may suspend Brand's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full. All Services Subscription Fees and other amounts payable by Brand under these Brand Terms are exclusive of taxes and similar assessments. Brand is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Brand hereunder, other than any taxes imposed on Fohr's income. Fohr may charge taxes and fees as required by applicable law or regulation.
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5. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under these Brand Terms, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Brand Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.
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6. Intellectual Property Ownership; Aggregated Statistics.  
   
   1. Fohr Intellectual Property. Brand acknowledges that all right, title, and interest in and to the Fohr Intellectual Property, including all intellectual property rights therein, are owned by and will remain with Fohr and, with respect to any materials or information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Fohr (“Third-Party Materials”), the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials.
   2. ‍Brand Data. Fohr acknowledges that, as between Fohr and Brand, Brand owns all right, title, and interest, including all intellectual property rights, in and to the information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Brand or an Authorized User through the Services (“Brand Data”). Brand hereby grants to Fohr a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Brand Data and perform all acts with respect to the Brand Data as may be necessary for Fohr to provide the Services to Brand , and subject to Section 6.c.., a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Brand Data incorporated within the Aggregated Statistics.‍
   3. Aggregated Statistics. Notwithstanding anything to the contrary in these Brand Terms, Fohr may monitor Brand's use of the Services and collect and compile data and information related to Brand's use of the Services that is used by Fohr in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between Fohr and Brand, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Fohr. Brand acknowledges that Fohr may compile Aggregated Statistics based on Brand Data input into the Services. Fohr shall not combine any data or information collected such that when combined with any Aggregated Statistics can be attributed to a particular Brand or any particular Authorized User. Brand agrees that Fohr may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Brand or Brand's Confidential Information.
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7. Representations and Warranties.  
   
   1. Mutual Representations and Warranties. Each party represents and warrants to the other party that (i) it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (ii) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under these Brand Terms; (iii) the acceptance of these Brand Terms by its representative has been duly authorized by all necessary corporate or organizational action of such party; and (iv) when accepted by Brand, these Brand Terms will constitute the legal, valid, and binding obligation of the Parties, enforceable against the Parties in accordance with its terms.‍
   2. Additional Fohr Representations, Warranties, and Covenants. Fohr represents, warrants, and covenants to Brand that Fohr will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under these Brand Terms.‍
   3. Additional Brand Representations, Warranties, and Covenants. Brand represents, warrants, and covenants to Fohr that Brand owns or otherwise has and will have the necessary rights and consents in and relating to the Brand Data so that, as received by Fohr and Processed in accordance with these Brand Terms, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law.
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8. Indemnification.  
   
   1. Fohr Indemnification. Fohr shall indemnify, defend, and hold harmless Brand from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Brand resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with these Brand Terms, infringes or misappropriates such third party's intellectual property rights, provided that Brand promptly notifies Fohr in writing of such Third-Party Claim, cooperates with Fohr, and allows Fohr sole authority to control the defense and settlement of such Third-Party Claim. If a Third Party-Claim is made or appears possible, Brand agrees to permit Fohr, at Fohr's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Brand to continue use. If Fohr determines that neither alternative is reasonably available, Fohr may terminate these Brand Terms, in its entirety or with respect to the affected component or part, effective immediately on written notice to Brand. This Section 8.a. will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Fohr or authorized by Fohr in writing; (B) modifications to the Services not made by Fohr; or (C) Brand Data.‍
   2. Brand Indemnification. Brand shall indemnify, defend, and hold harmless Fohr from and against any Losses resulting from any Third-Party Claim that the Brand Data, or any use of the Brand Data in accordance with these Brand Terms, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Brand's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by these Brand Terms; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Fohr or authorized by Fohr in writing; or (iv) modifications to the Services not made by Fohr, provided that Brand may not settle any Third-Party Claim against Fohr unless Fohr consents to such settlement, and further provided that Fohr will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. ‍
   3. Sole Remedy. THIS SECTION 8 SETS FORTH BRAND'S SOLE REMEDIES AND FOHR'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY
      
   
   

9. Limitation of Liability. IN NO EVENT WILL FOHR BE LIABLE UNDER OR IN CONNECTION WITH THESE BRAND TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER FOHR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL FOHR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE BRAND TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID BY BRAND TO FOHR UNDER THESE BRAND TERMS IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.