Offbrand.ai Terms of Service
Last Updated: May 29, 2026
These Terms of Service govern access to and use of Offbrand.ai’s website, software, platform, AI agents, dashboards, reports, artifacts, integrations, and related services.
These Terms are between Offbrand.ai LLC, a Georgia limited liability company, and the customer, company, agency, reseller, or other business entity accessing or using the Services.
For purposes of these Terms:
“Offbrand,” “we,” “us,” and “our” mean Offbrand.ai LLC.
“Customer,” “you,” and “your” mean the business entity, agency, reseller, organization, or other customer using the Services.
“Services” means the Offbrand.ai website, application, platform, AI agents, software, dashboards, reports, recommendations, integrations, generated artifacts, scheduled tasks, and related products or services.
“Customer Content” means materials, documents, files, text, images, guidelines, rules, URLs, prompts, data, instructions, feedback, and other information that Customer or its authorized users upload, submit, connect, provide, or make available through the Services.
“Customer Data” means account information, usage information, integration data, metadata, user information, and other information processed by the Services on behalf of Customer.
“AI Outputs” means reports, findings, recommendations, rewritten content, summaries, artifacts, brand observations, compliance observations, risk flags, content suggestions, scoring, drafts, and other AI-assisted outputs generated by the Services.
By accessing or using the Services, you agree to these Terms.
1. Acceptance of Terms
By accessing, using, purchasing, registering for, or subscribing to the Services, you agree to these Terms on behalf of yourself and the business entity you represent.
If you use the Services on behalf of a company, agency, client, or other organization, you represent that you have authority to bind that entity to these Terms.
If you do not agree to these Terms, you may not access or use the Services.
2. Description of Services
Offbrand.ai is an AI-powered brand operations platform for businesses. The Services help companies monitor, review, analyze, improve, and create customer-facing brand, marketing, sales, and content materials.
The Services may include:
AI agents
Brand memory
Brand guideline ingestion
Brand health reports
Brand and compliance checks
Content recommendations
Content generation
Website, marketing, social, email, and campaign audits
Dashboards
Generated artifacts
Scheduled tasks
Slack, CRM, website, email, document, digital asset management, analytics, and other third-party integrations
Other tools, features, workflows, and services that Offbrand may make available from time to time
The Services are intended to assist business users. The Services do not replace human review, professional judgment, legal review, compliance review, or business approval.
3. Eligibility and Business Use
The Services are intended for business use only. You may not use the Services for personal, household, or consumer purposes.
You represent that:
You are at least 18 years old.
You are accessing the Services for business purposes.
You have authority to use the Services on behalf of your company or organization.
Your use of the Services will comply with all applicable laws, regulations, contracts, industry rules, platform terms, and third-party rights.
4. Authority to Bind Company
If you create an account, sign up for a subscription, connect a third-party service, upload Customer Content, invite users, or otherwise use the Services on behalf of an organization, you represent that you have authority to act on behalf of that organization.
Your organization is responsible for all activities conducted through its account, including activities by administrators, employees, contractors, agencies, resellers, clients, and other authorized users.
5. Accounts, Admins, and Authorized Users
To use certain parts of the Services, you may need to create an account. You are responsible for maintaining accurate account information and protecting login credentials.
You are responsible for all activity under your account, including activity by your authorized users. You must promptly notify Offbrand at support@offbrand.ai if you believe your account, credentials, or connected third-party services have been compromised.
Offbrand may provide administrative controls that allow account owners or administrators to invite users, manage permissions, connect tools, access reports, view artifacts, approve outputs, or configure workflows.
You are responsible for managing your authorized users and ensuring they comply with these Terms.
6. Customer Responsibilities
You are responsible for:
Providing accurate, complete, lawful, and authorized Customer Content and Customer Data.
Ensuring that you have all necessary rights, permissions, consents, and authority to upload, connect, process, and use Customer Content and Customer Data.
Reviewing, editing, validating, approving, and legally clearing all AI Outputs before publishing, distributing, relying on, or taking action based on them.
Ensuring your use of the Services complies with applicable laws, regulations, contracts, advertising rules, privacy obligations, platform terms, and industry standards.
Maintaining appropriate backups of your own data.
Configuring integrations, permissions, access scopes, and connected tools appropriately.
Ensuring that Customer Content does not include prohibited or unauthorized sensitive information.
Obtaining any required client permissions if you are an agency, reseller, consultant, or other third party using the Services on behalf of another organization.
7. Customer Content and Customer Data
Customer may upload, connect, submit, or make available Customer Content and Customer Data through the Services.
Customer Content and Customer Data may include:
Brand guidelines
Campaign documents
Website URLs
Marketing materials
Social content
Emails
CRM data
Audience personas
Compliance rules
Product information
Customer-facing content
Internal business documents
Sales enablement materials
Operational materials
Other brand, marketing, sales, or business materials
As between Customer and Offbrand, Customer retains ownership of Customer Content and Customer Data.
Customer grants Offbrand a limited, non-exclusive, worldwide, royalty-free license to host, access, use, reproduce, process, transmit, display, and analyze Customer Content and Customer Data solely as necessary to provide, secure, support, maintain, and operate the Services for Customer, and as otherwise permitted by these Terms or an applicable written agreement.
Offbrand does not claim ownership of Customer Content or Customer Data.
8. AI Outputs and Generated Materials
The Services may generate AI Outputs for Customer.
Subject to Customer’s compliance with these Terms and payment of all applicable fees, Offbrand assigns to Customer its right, title, and interest, if any, in the specific AI Outputs generated by the Services for Customer, to the extent such rights are legally assignable.
Customer is responsible for determining whether AI Outputs are appropriate, accurate, original, non-infringing, compliant, and suitable for Customer’s intended use.
Offbrand does not represent or warrant that AI Outputs are unique, protectable, copyrightable, trademarkable, patentable, non-infringing, accurate, complete, compliant, approved, or suitable for any particular purpose.
Similar or identical outputs may be generated for other customers, especially where similar inputs, prompts, instructions, brand categories, industries, or use cases are involved.
9. Customer Review and Approval
All AI Outputs are provided for informational and assistive purposes only.
Customer is solely responsible for reviewing, editing, approving, validating, and legally clearing all AI Outputs before publishing, distributing, sending, relying on, or taking action based on them.
Customer should not rely on AI Outputs without appropriate human review, especially for:
Legal or compliance claims
Regulated advertising
Financial, healthcare, insurance, employment, or other regulated content
Public-facing brand statements
Comparative claims
Product claims
Customer communications
Contractual commitments
Content involving third-party rights
Sensitive, reputational, or high-risk business decisions
Offbrand is not responsible for Customer’s publication, distribution, approval, use, misuse, or reliance on AI Outputs.
10. Brand, Compliance, and Risk Review Features
The Services may include brand health reports, compliance checks, brand reviews, risk flags, content scoring, issue detection, recommendations, suggested edits, and related analysis.
These features are assistive and informational only. They are not legal, regulatory, financial, medical, advertising, compliance, or other professional advice.
Offbrand does not guarantee that the Services will identify every issue, error, inconsistency, risk, violation, missing disclosure, legal concern, brand inconsistency, or compliance problem.
Offbrand does not guarantee that any content is compliant, legally safe, accurate, complete, suitable, approved, risk-free, or error-free.
Customer remains solely responsible for final review, approval, legal clearance, compliance decisions, publication, and use of all materials.
11. Data Use, Model Training, and Product Improvement
Offbrand will process Customer Content and Customer Data to provide the Services to Customer.
Offbrand will not use Customer Content or Customer Data to train third-party foundation models unless Customer expressly agrees in writing.
Offbrand will not use Customer Content or Customer Data to train Offbrand’s own general models, systems, or features in a manner that benefits other customers unless Customer expressly agrees in writing.
Offbrand may use Customer Content and Customer Data to configure, operate, support, secure, maintain, analyze, and improve the Services for Customer.
Offbrand may collect and use aggregated, anonymized, or de-identified data derived from use of the Services for analytics, benchmarking, security, operational improvement, product development, and business purposes, provided that such data does not identify Customer, Customer’s users, Customer’s clients, or Customer’s confidential information.
Offbrand may use usage patterns, technical logs, performance data, error data, system metadata, and similar operational data to maintain, secure, debug, improve, and develop the Services.
12. Sensitive Information Restrictions
Customer may not upload, submit, connect, or otherwise provide highly sensitive information to the Services unless Offbrand expressly authorizes such processing in a separate written agreement.
Prohibited sensitive information includes:
Passwords
API keys
Authentication tokens
Private keys
Secrets
Government identification numbers
Social Security numbers
Driver’s license numbers
Passport numbers
Payment card data
Bank account information
Protected health information
Sensitive personal information
Children’s data
Biometric data
Precise geolocation data
Consumer credit information
Regulated financial account data
Data subject to heightened legal or contractual restrictions
Any data requiring a business associate agreement, special security addendum, or similar legal arrangement unless one has been executed
If a specific customer engagement requires sensitive or regulated data, Customer and Offbrand must enter into an appropriate written agreement, such as a data processing agreement, business associate agreement, security addendum, or other required document.
13. Acceptable Use
Customer may not, and may not permit any user or third party to:
Use the Services for unlawful, harmful, fraudulent, deceptive, abusive, or unauthorized purposes.
Upload or process content that violates applicable law or third-party rights.
Use the Services to generate or distribute illegal, deceptive, defamatory, harassing, discriminatory, infringing, or harmful content.
Reverse engineer, decompile, disassemble, copy, scrape, or attempt to derive source code, models, prompts, systems, agents, workflows, or underlying technology.
Interfere with, disrupt, overload, damage, or impair the Services.
Attempt to bypass usage limits, access controls, rate limits, security measures, or subscription restrictions.
Access or use the Services to build a competing product or service.
Use the Services to benchmark, evaluate, or compare Offbrand publicly without Offbrand’s prior written consent.
Upload malware, viruses, malicious code, or harmful files.
Attempt unauthorized access to Offbrand systems, other customer accounts, third-party services, or connected platforms.
Use the Services in violation of third-party platform terms.
Use the Services to process prohibited sensitive information without written authorization.
Misrepresent AI Outputs as legal, regulatory, compliance, or professional advice.
Remove or obscure proprietary notices.
Resell, sublicense, or make the Services available to third parties except as expressly allowed in a written reseller, agency, or enterprise agreement.
Offbrand may suspend or terminate access if it reasonably believes Customer has violated this section.
14. Third-Party Services and Integrations
The Services may integrate with third-party services such as Slack, HubSpot, Google Drive, CRM systems, websites, social platforms, digital asset management systems, email systems, analytics tools, and other platforms.
Third-party services are governed by their own terms, privacy policies, security practices, permissions, settings, and data practices.
Offbrand is not responsible for:
Third-party services
Third-party outages
Third-party errors
Third-party data practices
Third-party permission settings
Third-party security incidents
Changes to third-party APIs
Loss of access to third-party integrations
Customer-authorized access to third-party systems
Data made available through customer-connected tools
Customer is responsible for configuring third-party integrations and permissions appropriately.
By connecting a third-party service, Customer authorizes Offbrand to access and process information from that service as necessary to provide the Services.
15. Fees, Billing, Taxes, and Payment
Customer agrees to pay all fees described in the applicable subscription plan, order form, statement of work, invoice, checkout page, enterprise agreement, reseller agreement, or other written agreement.
Offbrand may offer pricing models that include:
Monthly subscriptions
Annual subscriptions
Setup fees
Pilot fees
Usage-based fees
Agency pricing
Reseller pricing
Enterprise contracts
Custom order forms
Statements of work
Master services agreements
Unless otherwise stated in writing, fees are due in advance and are non-refundable.
Customer is responsible for all taxes, duties, levies, and similar governmental assessments, excluding taxes based on Offbrand’s net income.
Offbrand may suspend access to the Services for nonpayment, failed payment, payment disputes, chargebacks, or overdue invoices.
16. Subscription Terms, Renewal, Cancellation, and Refunds
Subscription terms, renewal terms, and billing periods will be described in the applicable plan, order form, invoice, checkout page, or written agreement.
Monthly subscriptions automatically renew each month until canceled.
Annual subscriptions automatically renew for successive one-year terms unless canceled before the renewal date or unless otherwise stated in a separate written agreement.
Monthly customers may cancel at any time during the billing period. Cancellation does not create a refund, credit, or proration for the current billing period unless Offbrand chooses otherwise in its sole discretion or unless required by law.
Annual subscriptions are non-refundable. If Customer cancels an annual subscription, the subscription will continue through the end of the then-current annual term and will not renew after that term.
Fees already paid are non-refundable except where required by law or expressly agreed in writing.
Refunds are at Offbrand’s sole discretion.
Offbrand may change pricing, plans, or billing terms upon notice to Customer. Pricing changes will not affect the current paid subscription term unless otherwise stated in a written agreement.
17. Trials, Pilots, Beta Features, and Early Access
Offbrand may offer free trials, paid pilots, beta features, early-access features, experimental tools, or preview functionality.
Trials, pilots, beta features, and early-access features are provided “as is” and may be modified, limited, suspended, or discontinued at any time.
Offbrand does not guarantee that beta or early-access features will become generally available.
Customer should not rely on beta or early-access features for critical business operations unless Offbrand expressly agrees in writing.
Pilot fees, setup fees, and other one-time fees are non-refundable unless expressly agreed in writing.
18. Agency and Reseller Use
Agencies, consultants, resellers, and other third parties may use the Services on behalf of their clients only if they have all necessary rights, permissions, consents, and authority to do so.
If Customer uses the Services on behalf of a client, Customer represents and warrants that:
Customer has authority to upload, connect, submit, process, and use client materials and client data.
Customer has authority to connect client systems, tools, websites, CRMs, social accounts, email systems, and other platforms.
Customer has authority to generate, review, approve, publish, distribute, and use AI Outputs on behalf of the client.
Customer is responsible for its client’s use of AI Outputs.
Customer is responsible for any content published, distributed, sent, or relied upon using the Services.
Customer will comply with all client contracts, confidentiality obligations, data protection obligations, and applicable laws.
Agencies may manage multiple clients through the Services if Offbrand makes that functionality available. Agencies are responsible for maintaining appropriate separation of client data, permissions, outputs, and users.
Unless Offbrand has entered into a separate reseller agreement, agency agreement, or written authorization, Customer may not resell, sublicense, white-label, or commercially distribute the Services to third parties.
19. Intellectual Property
Offbrand owns and retains all rights, title, and interest in and to the Services, including the platform, software, AI agents, workflows, prompts, templates, scoring methods, dashboards, models, systems, processes, product design, documentation, know-how, analytics, user interfaces, inventions, improvements, and underlying technology.
Except for the limited rights expressly granted in these Terms, no rights are granted to Customer by implication, estoppel, or otherwise.
Customer may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, or create derivative works based on the Services or Offbrand intellectual property except as expressly permitted in writing.
Customer retains ownership of Customer Content and Customer Data.
Customer owns the specific AI Outputs generated for Customer to the extent provided in Section 8.
20. Feedback
If Customer provides suggestions, ideas, requests, recommendations, bug reports, comments, or other feedback about the Services, Customer grants Offbrand a worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, distribute, disclose, and otherwise exploit such feedback without restriction or compensation.
Offbrand may use feedback to improve, modify, and develop the Services.
21. Confidentiality
“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or reasonably should be understood to be confidential based on the nature of the information and circumstances of disclosure.
Customer Confidential Information includes Customer Content, Customer Data, non-public business materials, and client materials.
Offbrand Confidential Information includes non-public information about the Services, technology, pricing, roadmap, product plans, security practices, prompts, agents, workflows, and business operations.
Each party agrees to:
Use Confidential Information only to perform under these Terms.
Protect Confidential Information using reasonable care.
Not disclose Confidential Information except to employees, contractors, advisors, service providers, or representatives who need to know and are bound by confidentiality obligations.
Promptly notify the other party of unauthorized disclosure.
Confidentiality obligations do not apply to information that:
Is or becomes public through no fault of the receiving party
Was already known without confidentiality obligation
Is independently developed without use of Confidential Information
Is lawfully received from a third party without confidentiality obligation
Must be disclosed by law, court order, or government request
22. Data Security
Offbrand will use commercially reasonable administrative, technical, and organizational measures designed to protect Customer Content and Customer Data against unauthorized access, loss, misuse, alteration, or disclosure.
Customer acknowledges that no system, network, software, AI tool, or data transmission is completely secure.
Customer is responsible for maintaining appropriate security controls for its own systems, accounts, credentials, users, integrations, and devices.
23. Data Retention and Deletion
Offbrand will retain Customer Content and Customer Data for as long as reasonably necessary to provide the Services, comply with legal obligations, resolve disputes, enforce agreements, prevent fraud, maintain security, and keep legitimate business records.
Unless otherwise stated in a written agreement, Offbrand will delete or de-identify Customer Content within a commercially reasonable period after the earlier of:
Account cancellation
Subscription expiration
Account termination
Written deletion request from Customer
Sustained account inactivity for 90 days
For purposes of these Terms, “sustained account inactivity” means no login, active subscription, active integration, active scheduled task, active report generation, active support request, active billing relationship, or other meaningful account activity for 90 consecutive days.
Deletion may not be immediate and may not include:
Backup copies retained for a limited period
Security logs
Billing records
Legal records
Dispute records
Fraud prevention records
Aggregated, anonymized, or de-identified data
Data retained as required by law
Data stored by third-party services or integrations outside Offbrand’s control
Offbrand may, at its discretion, provide Customer with a reasonable opportunity to export certain Customer Content or AI Outputs after cancellation, termination, or expiration where technically feasible and commercially reasonable. Offbrand does not guarantee that data export will be available after account access ends.
24. Privacy
Offbrand’s collection, use, and processing of personal information is described in its Privacy Policy, which is made available through Offbrand’s website or application.
By using the Services, Customer acknowledges that Offbrand may process personal information as described in the Privacy Policy and any applicable data processing agreement.
If Customer provides personal information to Offbrand, Customer represents and warrants that it has all required rights, notices, permissions, consents, and legal bases to do so.
If required by applicable law, customer contract, or the nature of the data being processed, the parties may enter into a data processing agreement. If the parties enter into a data processing agreement, that agreement will be incorporated into and form part of these Terms.
25. Publicity Rights
Offbrand may use Customer’s name, logo, and trademarks in customer lists, websites, pitch decks, marketing materials, sales materials, investor materials, case studies, and other promotional materials to identify Customer as a customer of Offbrand.
Customer may opt out of future public logo use by providing written notice to Offbrand at support@offbrand.ai. Offbrand will use commercially reasonable efforts to remove Customer’s name or logo from public-facing marketing materials within a reasonable time after receiving such notice.
This section does not require Offbrand to remove references from materials already printed, distributed, archived, sent, or otherwise no longer reasonably editable.
26. Warranties and Disclaimers
The Services are provided “as is” and “as available.”
To the maximum extent permitted by law, Offbrand disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, reliability, and error-free operation.
Offbrand does not warrant that:
The Services will be uninterrupted, secure, timely, or error-free
AI Outputs will be accurate, complete, unique, compliant, or suitable
The Services will identify every brand, content, legal, compliance, or risk issue
Defects will be corrected
The Services will meet Customer’s specific requirements
Third-party integrations will remain available
Any content generated through the Services will be legally safe, approved, or effective
Customer uses the Services at its own risk.
27. No Professional Advice
Offbrand does not provide legal, regulatory, financial, tax, medical, advertising, compliance, or other professional advice.
Any brand checks, compliance observations, content recommendations, risk flags, scores, summaries, reports, or AI Outputs are informational and assistive only.
Customer should consult qualified professionals before relying on AI Outputs for legal, regulatory, financial, healthcare, employment, advertising, compliance, or other professional matters.
28. Limitation of Liability
To the maximum extent permitted by law, Offbrand will not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, including lost profits, lost revenue, lost data, loss of goodwill, reputational harm, business interruption, cost of substitute services, or loss of business opportunity, whether based on contract, tort, negligence, strict liability, warranty, statute, or any other legal theory, even if Offbrand has been advised of the possibility of such damages.
To the maximum extent permitted by law, Offbrand’s total aggregate liability arising out of or relating to these Terms or the Services will not exceed the amount paid by Customer to Offbrand in the three months immediately preceding the event giving rise to the claim.
Nothing in these Terms limits liability to the extent such limitation is prohibited by law.
29. Indemnification
Customer will defend, indemnify, and hold harmless Offbrand, its affiliates, officers, directors, employees, contractors, agents, representatives, and licensors from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:
Customer Content
Customer Data
Customer’s use or misuse of the Services
Customer’s publication, distribution, approval, use, or reliance on AI Outputs
Customer’s violation of law
Customer’s violation of third-party rights
Customer’s breach of these Terms
Customer’s agency, reseller, or client-related use
Unauthorized use of third-party systems, platforms, integrations, or data
Customer’s failure to obtain required rights, consents, permissions, or authority
Sensitive or regulated data uploaded without authorization
Limited Platform IP Indemnity
If Customer has a paid subscription and is current on all fees, Offbrand will defend Customer against a third-party claim alleging that the unmodified Offbrand platform, as provided by Offbrand and used in accordance with these Terms, directly infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded by a court or agreed in settlement.
Offbrand will have no obligation for claims arising from:
Customer Content
Customer Data
AI Outputs
Customer instructions or prompts
Customer modifications
Combination with non-Offbrand products or services
Use outside the scope of these Terms
Third-party services or integrations
Open-source components
Customer’s continued use after Offbrand provides a workaround or replacement
Use of the Services in violation of law or third-party rights
If an infringement claim is made or likely, Offbrand may, at its option:
Procure the right for Customer to continue using the affected Service.
Modify the Service to avoid infringement.
Replace the affected Service with substantially similar functionality.
Terminate the affected Service and provide a prorated refund of prepaid unused fees.
This section states Offbrand’s entire obligation and Customer’s exclusive remedy for any intellectual property infringement claim related to the Services.
30. Suspension and Termination
Offbrand may suspend or terminate Customer’s access to the Services, with or without notice, if Offbrand reasonably believes that:
Customer has failed to pay fees
Customer has violated these Terms
Customer is misusing the Services
Customer is engaging in illegal activity
Customer creates a security risk
Customer uploads prohibited content or data
Customer attempts to bypass limits or security controls
Customer reverse engineers or misuses Offbrand technology
Customer’s use may harm Offbrand, other customers, third-party services, or the public
Customer’s use creates legal, regulatory, platform, reputational, or operational risk
Suspension is required by law, court order, government request, or third-party platform requirement
Customer may terminate its account or subscription as described in the applicable order form, subscription plan, or written agreement.
Termination does not relieve Customer of payment obligations incurred before termination.
31. Effect of Termination
Upon termination or expiration:
Customer’s right to access and use the Services ends.
Customer must stop using the Services.
Offbrand may disable account access.
Customer remains responsible for unpaid fees.
Sections intended to survive will survive, including intellectual property, confidentiality, payment obligations, disclaimers, limitation of liability, indemnification, data retention exceptions, dispute resolution, and miscellaneous legal terms.
Offbrand may provide Customer with a reasonable opportunity to export certain Customer Content or AI Outputs, where technically feasible and commercially reasonable, unless access has been suspended or terminated due to misuse, legal risk, security risk, or nonpayment.
32. Changes to the Service and Terms
Offbrand may modify, update, suspend, discontinue, or change the Services from time to time.
Offbrand may update these Terms by posting an updated version on its website or within the Services. The updated Terms will become effective on the date stated in the updated Terms.
If changes materially affect Customer’s rights or obligations, Offbrand will use commercially reasonable efforts to provide notice.
Customer’s continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms.
Offbrand will not materially change its data-use or model-training commitments in a way that expands Offbrand’s rights to use Customer Content or Customer Data without appropriate notice and, where required, Customer consent.
33. Governing Law, Arbitration, and Dispute Resolution
These Terms are governed by the laws of the State of Georgia, without regard to conflict-of-law principles.
Before filing a claim, each party agrees to attempt in good faith to resolve the dispute informally by providing written notice to the other party and allowing at least 30 days for discussion.
If the parties cannot resolve the dispute informally, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.
The arbitration will take place in Fulton County, Georgia, unless the parties agree to conduct the arbitration remotely or in another location.
The arbitration will be conducted by a single arbitrator. The arbitrator will have authority to award any relief available in court, subject to the limitations and exclusions in these Terms.
Judgment on the arbitration award may be entered in any court of competent jurisdiction.
Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, security, systems, or data.
Each party agrees that any dispute must be brought only on an individual basis. Neither party may bring a claim as a plaintiff or class member in a class action, collective action, consolidated action, private attorney general action, or representative action.
If the class action waiver is found unenforceable, the unenforceable portion will be severed, and the remaining dispute resolution provisions will remain in effect to the fullest extent permitted by law.
34. Notices
Legal notices to Offbrand must be sent by email to:
support@offbrand.ai
Notices to Customer may be sent to the email address associated with Customer’s account, administrator account, order form, billing contact, or other contact information provided by Customer.
Notices are deemed given when sent by confirmed email, delivered personally, sent by nationally recognized courier, or delivered by certified or registered mail.
Customer is responsible for keeping its account and billing contact information current.
35. Miscellaneous Legal Terms
Entire Agreement
These Terms, together with any applicable order form, statement of work, master services agreement, pilot agreement, reseller agreement, data processing agreement, or other written agreement, constitute the entire agreement between Customer and Offbrand regarding the Services.
Order of Precedence
If these Terms conflict with a signed written agreement between Customer and Offbrand, the signed written agreement controls for that Customer.
If an order form, statement of work, or MSA conflicts with these Terms, the signed written document controls only for the specific subject matter and Customer covered by that document.
Assignment
Customer may not assign these Terms without Offbrand’s prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided the assignee agrees to be bound by these Terms.
Offbrand may assign these Terms without Customer’s consent in connection with a merger, acquisition, corporate reorganization, financing, sale of assets, or transfer of the Services.
Severability
If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
Waiver
A party’s failure to enforce any provision of these Terms is not a waiver of that provision or any other provision.
Force Majeure
Offbrand will not be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, labor disputes, internet outages, cloud provider failures, third-party service failures, cyberattacks, war, terrorism, government action, or other force majeure events.
Independent Contractors
The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, franchise, or agency relationship.
No Third-Party Beneficiaries
These Terms do not create rights for any third party except as expressly stated.
Export Compliance
Customer may not use, export, re-export, import, or transfer the Services except as authorized by applicable law. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. trade sanctions and is not listed on any U.S. government restricted party list.
Contact
Questions about these Terms may be sent to:
support@offbrand.ai