Terms of Service

01 Agreement to Terms

These Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between you ("Client," "you," or "your") and BRANDED IAM ("Company," "we," "us," or "our"), a California-based digital services company located at 2010 Crow Canyon Pl Suite 100, San Ramon, CA 94583.

These Terms govern your use of our website (brandediam.com), client portal, and all services we provide including web design and hosting, managed IT support, cybersecurity services, design and branding, and any other services we may offer. These Terms incorporate our Privacy Policy by reference.

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or prominent website notice with at least 15 days' advance notice. Your continued use of our services after the effective date of any changes constitutes acceptance of the modified Terms.

02 Description of Services

BRANDED IAM provides the following categories of services to small and medium-sized businesses:

The specific scope of services, deliverables, timelines, and fees for each engagement are defined in individual Proposals, Statements of Work (SOW), or service plan descriptions. In the event of any conflict between these Terms and a signed SOW, the SOW controls for that specific engagement.

03 Eligibility

To use our services, you must: (1) be at least 18 years of age; (2) have the legal authority to enter into binding contracts; (3) be a legal entity or an authorized representative of a business; and (4) provide accurate, current, and complete information during registration and throughout the service engagement.

By agreeing to these Terms, you represent and warrant that you meet all eligibility requirements. BRANDED IAM reserves the right to refuse service to any person or entity at its discretion.

04 Account Registration & Security

Access to our client portal requires account registration. You agree to provide accurate and complete registration information and to promptly update such information if it changes. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You must immediately notify us at [email protected] of any unauthorized use of your account or any other security breach. We will not be liable for any loss or damage arising from your failure to protect your account credentials.

You may not share your account credentials with third parties, create accounts on behalf of others without authorization, or use another person's account without permission. BRANDED IAM may suspend or terminate accounts that violate these provisions.

05 Service Plans & Pricing

Current pricing for our services is published on our website and in individual proposals. All prices are in U.S. dollars and are exclusive of applicable taxes unless otherwise stated.

BRANDED IAM reserves the right to modify pricing at any time. Changes to recurring plan pricing will be communicated with 60 days' written notice. Changes to project pricing do not affect accepted, in-progress proposals.

06 Payment Terms

Billing Structure

• Website projects: 50% deposit due upon project kickoff; remaining 50% due upon final approval before launch.
• Design projects under $500: billed in full upfront.
• Design projects $500+: 50% deposit, 50% upon final delivery.
• IT Support plans: billed monthly in advance on your billing date. The first month is pro-rated from your start date.
• All invoices are due within Net 7 (7 days of invoice date).

Late Payments

Invoices unpaid after 14 days are subject to a late fee of 1.5% per month (18% annually) on the outstanding balance. We reserve the right to suspend services for accounts with outstanding balances over 30 days. Reinstatement after suspension may require payment of all outstanding balances plus a reinstatement fee of $75. Accounts unpaid over 90 days may be referred to a collection agency, and you will be responsible for all collection costs including attorney's fees.

Refund Policy

We stand behind our work and will work to resolve any concerns before processing refunds. The following refund policy applies:

• Website & Design Projects: Initial deposits are non-refundable as they cover discovery, planning, and initial design work. Refunds are not issued after project completion and client approval.
• IT Support Plans: Monthly plan fees are non-refundable for the current billing period. No charges will be made after your cancellation effective date.
• Disputes: If you believe you were incorrectly charged, you must notify us within 30 days of the charge. We will review and resolve billing disputes within 15 business days.
• Chargebacks: Initiating a chargeback or credit card dispute without first contacting us may result in immediate service suspension and a $150 dispute processing fee.

Taxes

You are responsible for all applicable taxes, including sales tax, use tax, or VAT on services provided. We may collect and remit taxes as required by applicable law. For clients outside the United States, you are responsible for compliance with your local tax obligations.

07 Service Delivery & Timelines

We are committed to delivering services on time and to the agreed standard of quality. Project timelines are estimates based on typical conditions and begin running from the date all required client materials are received and the project kickoff is complete.

Timelines may be extended due to: (a) delayed delivery of required materials, content, or approvals by the client; (b) scope changes requested after project kickoff; (c) third-party service delays outside our control; or (d) force majeure events. We will communicate any timeline changes promptly.

BRANDED IAM is not liable for delays caused by the client's failure to provide required information, content, assets, or timely approvals. Projects that are paused due to client unresponsiveness for more than 30 days may be subject to a restart fee of up to 25% of the project value.

All project deliverables are subject to a client review and approval process. You are entitled to one (1) round of revisions per major deliverable within the scope of the original brief. Revisions that expand the original scope will be quoted as change orders.

08 Client Responsibilities

To enable us to deliver services effectively, you agree to:

• Provide accurate, complete, and timely information, content, materials, and approvals as requested.
• Ensure you have the right to use any materials you provide to us (logos, images, text, trademarks) and that they do not infringe any third-party rights.
• Grant us the necessary access to your systems, hosting environments, domain registrars, and third-party platforms required to perform the services.
• Maintain up-to-date contact and billing information in your client portal.
• Communicate scope changes or project concerns promptly through the designated channels.
• For IT clients: ensure your end users cooperate with our technicians during support sessions, comply with security policies we recommend, and report issues through the proper ticketing process.
• Not use our services in any way that violates applicable laws, regulations, or these Terms.
• Notify us immediately of any changes to your technical environment that may affect our services (e.g., new office locations, significant employee changes, hardware purchases).

09 Intellectual Property

BRANDED IAM's Intellectual Property

The BRANDED IAM website, client portal, proprietary tools, methodologies, templates, internal systems, and all related materials (excluding client deliverables) are and remain the intellectual property of BRANDED IAM. You may not copy, reproduce, modify, distribute, or create derivative works based on our proprietary materials without our express written consent.

Your Content

You retain full ownership of all content, materials, data, and intellectual property you provide to us. By providing content, you grant BRANDED IAM a non-exclusive, royalty-free, worldwide license to use, reproduce, and modify such content solely for the purpose of performing the contracted services.

Work Product Ownership

Upon full payment of all amounts due, BRANDED IAM assigns to you all right, title, and interest in and to the custom deliverables created specifically for you (the "Work Product"), including copyright. This assignment excludes: (a) any third-party components (licensed fonts, stock images, plugins, frameworks) which remain subject to their respective licenses; (b) our pre-existing tools, libraries, and templates; and (c) any general-purpose development tools or methodologies.

Portfolio Rights

Unless you request otherwise in writing, BRANDED IAM retains the right to display completed Work Product in our portfolio, case studies, and marketing materials for the purpose of showcasing our capabilities. We will not disclose confidential business information in such materials.

10 Acceptable Use Policy

When using BRANDED IAM services, you agree not to engage in any of the following prohibited activities:

Violation of this policy may result in immediate suspension of services without refund. We reserve the right to cooperate with law enforcement in investigating violations of applicable law.

11 Confidentiality

Both parties may disclose confidential information to each other in the course of the engagement. "Confidential Information" means any non-public technical, business, financial, or other information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to: (a) protect the other party's Confidential Information using the same degree of care used to protect its own confidential information (but no less than reasonable care); (b) use the Confidential Information only for the purpose of the engagement; and (c) not disclose Confidential Information to any third party without prior written consent, except to employees or contractors who need to know it to perform the services and are bound by equivalent confidentiality obligations.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of this agreement; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) must be disclosed by law, provided the receiving party gives reasonable prior notice. Confidentiality obligations survive termination of these Terms for a period of three (3) years.

12 Warranties & Disclaimers

Our Warranties

BRANDED IAM warrants that: (a) we will perform services in a professional and workmanlike manner consistent with industry standards; (b) we have the right to enter into this agreement and perform the services; and (c) the deliverables will not, to our knowledge, infringe any third-party intellectual property rights.

Your Warranties

You warrant that: (a) you have the authority to enter into this agreement; (b) all materials and content you provide are owned by you or you have the right to use them; and (c) your use of our services will comply with all applicable laws and these Terms.

13 Limitation of Liability

In no event shall BRANDED IAM be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to: loss of profits, loss of revenue, loss of data, business interruption, goodwill loss, or cost of substitute services — even if BRANDED IAM has been advised of the possibility of such damages and regardless of the theory of liability.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you. In such cases, BRANDED IAM's liability shall be limited to the minimum amount permitted by law.

14 Indemnification

You agree to defend, indemnify, and hold harmless BRANDED IAM and its officers, directors, employees, agents, and successors from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your breach of these Terms or any applicable law
• Your use of the services in violation of any third-party rights, including intellectual property rights
• Any content or materials you provide to us that infringe, defame, or otherwise violate third-party rights
• Your negligence, willful misconduct, or fraud
• Your violation of any applicable law, including but not limited to data protection laws, spam laws, or consumer protection regulations

BRANDED IAM will promptly notify you of any claim covered by your indemnification obligation, and we will cooperate reasonably in defense of such claim at your expense.

15 Termination

Termination by You

You may cancel monthly IT Support plans at any time by providing 30 days' written notice through the client portal or via email to [email protected]. Cancellation is effective at the end of the then-current billing period. You may terminate project-based engagements prior to completion; however, the deposit is non-refundable and you will be billed for all work completed up to the termination date.

Termination by BRANDED IAM

We reserve the right to suspend or terminate your access to services with or without cause, with the following notice provisions: (a) 30 days' written notice for termination without cause; (b) immediate termination for material breach of these Terms including non-payment, violation of the Acceptable Use Policy, or fraudulent activity; (c) immediate termination if required by law or regulation. In cases of termination for breach, no refund will be provided.

Effect of Termination

Upon termination: (a) all unpaid fees become immediately due and payable; (b) your access to the client portal and all services will be revoked; (c) for hosting clients, we will provide a 30-day period to migrate your website data (except in cases of breach termination); (d) domain names registered in your name will be transferred to you upon request and payment of any outstanding balances; (e) all provisions of these Terms that by their nature should survive termination will survive, including payment obligations, intellectual property rights, confidentiality, and limitations of liability.

16 Dispute Resolution

We encourage you to contact us first. Most issues can be resolved through direct communication. Please contact us at [email protected] before pursuing formal dispute resolution.

Binding Arbitration

Except for disputes that qualify for small claims court, any dispute, claim, or controversy arising out of or relating to these Terms or our services will be resolved by binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) under its Streamlined Arbitration Rules and Procedures. The arbitration will be conducted in Contra Costa County, California, or remotely. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Class Action Waiver

YOU AND BRANDED IAM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both parties agree otherwise, no arbitrator or judge may consolidate more than one person's claims or preside over any form of a representative or class proceeding.

17 Governing Law

These Terms and any dispute arising out of or related to them shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. For matters not subject to arbitration, you agree to the exclusive jurisdiction of the state and federal courts located in Contra Costa County, California.

18 Force Majeure

Neither party shall be liable for any delay or failure to perform obligations under these Terms due to circumstances beyond their reasonable control, including but not limited to: acts of God, natural disasters, pandemics, government actions, power outages, internet service disruptions, third-party service failures, civil disturbances, or terrorism. The affected party shall promptly notify the other party and resume performance as soon as reasonably practicable. Force majeure events do not relieve payment obligations for services already rendered.

19 General Provisions

20 Contact Information

For questions about these Terms or our services, please contact us: