Important Payment & Liability Notice

The Brand Codes – Important Payment & Liability Notice

Payment Obligations and Service Delivery

All Users acknowledge that payment obligations arise for all Services actually delivered or partially delivered.Services are deemed delivered when Users:

Access digital content, materials, or online courses;
Attend mentoring sessions or receive one-to-one guidance;
Consume or apply guidance provided by the Brand Codes platform.

The obligation to deliver payment does not lapse even if funds are frozen by a Payment Processor due to a claim or dispute by the User. This condition is of the essence.

Limitation of Liability & Publisher Role

The Brand Code acts as a publisher of educational content and mentoring services. Liability is strictly limited to 10% of the last payment made by the User. The Brand Code shall not be liable for indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, lost savings, or loss of anticipated benefits.

Content Disclaimer

All content, including guest lecturer materials and third-party resources, is provided “as-is.” The Brand Code does not guarantee results or outcomes; Users rely on content only to the extent the information is available to the Brand Code in the same way it is available to Users.

Binding Arbitration

All disputes under this Agreement are subject to binding arbitration under the DIFC-LCIA rules, with the seat in Dubai, UAE, conducted in English. This Agreement governs the interpretation, performance, breach, or validity of any disputes.

The Brand Code – Terms of Use & Services Agreement

Preamble

This Agreement governs access, use, and payment obligations of The Brand Code’s educational content, mentoring services, and other professional resources (“Services”). By purchasing, subscribing, or otherwise accessing the Services, you (“User”) agree to be bound by this Agreement.

2. Scope of Services

Online courses, webinars, instructional content, and digital resources;
One-to-one mentoring sessions, content reviews, and feedback;
Collaborative guidance on social media strategies, campaigns, videos, and reels;
Access to guest lecturers and industry influencers for professional insights.
Users acknowledge Services are delivered professionally and accept the delivery format, pace, and methodology chosen by The Brand Code.

3. Delivery Steps and Milestones

Services are deemed delivered when Users gain access to content, participate in mentoring sessions, or receive guidance.
Partial delivery constitutes fulfillment of the corresponding portion of the Agreement. Users cannot rescind delivered Services, except for proven fraud or willful misconduct confirmed via binding arbitration.

4. Standards of Provision

The Brand Code delivers all Services, including courses, mentoring, and content guidance, in accordance with recognized professional industry standards.
The Brand Code does not guarantee specific outcomes, results, or revenue. Users acknowledge that the success of content creation, influencer engagement, or marketing campaigns depends on the User's own execution and expertise.
Users are responsible for their own guarantees and obligations when applying the knowledge or methods learned through the Services. This includes assessing the quality and suitability of content for influencers or business purposes.
The platform facilitates access to guest lecturers and industry professionals; however, Users must exercise their own judgment and professional knowledge in working with these resources.
By using the Services, Users acknowledge that the educational content is a professional tool to support, not replace, their own expertise and decision-making.

5. Business Representations and Warranties

Authority and Binding Effect: The User represents and warrants that they have full power, authority, and legal right to enter into this Agreement and that execution, delivery, and performance of this Agreement is valid, binding, and enforceable against the User according to its terms.
Business Capacity: Whether acting as a corporate entity, limited liability company, partnership, sole proprietorship, or as an individual, the User is engaging with The Brand Code in a professional, business-oriented capacity consistent with the nature of the Services. This applies regardless of profit generation or legal status.
Organization and Compliance: If the User is an organized business, it is duly formed, validly existing, and in good standing under the laws of its jurisdiction and has obtained all necessary licenses and approvals to perform its obligations.
Authority of Individual Users: Individuals acting as Users represent that, for purposes of this Agreement, they are acting as a business and assume all obligations and liabilities as if they were an organized entity.
Professional Engagement: The User acknowledges that the Services are professional and intended to teach Users to create content for business purposes, including for influencers, regardless of profit generation.
Compliance with Terms: The User agrees to act in accordance with all representations, warranties, and obligations under this Agreement, including payment, community standards, and dispute resolution clauses.

6. Payment Obligations

Users must pay for all Services delivered or partially delivered once access is granted.
Payment obligations persist even if funds are frozen or disputed via a third-party processor.
High-ticket Users ($21,000+) are subject to the same principles of payment for delivered Services.
Except for proven fraud or willful misconduct confirmed through binding arbitration, all payments are non-refundable.

7. Release of Claims

Users hereby fully release and waive any and all current or future claims, disputes, or causes of action of any kind related to the Services, whether known or unknown, valid or invalid.
Notwithstanding the above, if a User submits a claim in writing to info@thebrandcodes.com, The Brand Code may, at its sole discretion, consider the claim and determine whether remedial action, including re-delivery of Services, is appropriate and fair.
Failure to submit claims in writing does not affect the release of claims; written submission is a condition for the Brand to consider any remedial action.
Frivolous, unsanctioned, not in writing to the Brand, or delivered bypassing the Brand are considered a breach of this Agreement, especially if resulting in the suspension of payment.

8. Indemnification

User Indemnification: Users indemnify The Brand Code, officers, directors, affiliates, and content providers from losses arising from unauthorized use, non-payment, or violation of community standards.
Brand Indemnification: The Brand Code will indemnify Users for claims arising from third-party intellectual property infringement, except where content is misused contrary to this Agreement.

9. Limitation of Liability

Users expressly agree to limit any and all claims against The Brand Code under this Agreement, including any applicable Statements of Work, to 10% of the last payment made by the User.
The Brand Code shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, lost savings, or loss of anticipated benefits.
Disputes among Users or third parties, including claims arising from interactions or collaborations between Users, are excluded from liability.

10. Disclaimers

Services are provided “as is” without warranties of any kind.
The Brand Code does not guarantee results or revenue.
All content, including from guest lecturers or third parties, is provided as-is. Results are not guaranteed by the platform, only to the extent information is available to the Brand Code in the same way it is available to Users.
U.S. Users are protected under Section 230 of the Communications Decency Act (47 U.S.C. § 230).

11. Termination

Access may be terminated for breach of Agreement, violation of community standards, or failure to submit claims in writing.
Termination does not relieve Users of payment obligations for delivered Services.

12. Dispute Resolution; Binding Arbitration

Agreement to Arbitrate: Any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by the DIFC-LCIA Arbitration Centre under its Rules.
Seat and Language: Arbitration seat is DIFC, UAE; proceedings in English.
Substantive Law: The Agreement is governed exclusively by the laws of England and Wales; DIFC-LCIA Rules govern only arbitration procedure.
Tribunal: Single arbitrator unless Rules provide otherwise; arbitrator must be independent, impartial, and experienced.
Interim Measures: Either Party may seek interim or conservatory relief from courts without waiving arbitration.
Confidentiality: All proceedings, submissions, and awards are confidential except as required by law.
Costs: Costs borne as determined by arbitrator; each Party bears own legal fees unless ordered otherwise.
Enforcement: Award final and binding; enforceable in DIFC Courts or any competent jurisdiction.
Waiver of Class Actions: Parties waive rights to participate in class, collective, or representative actions.
Pre-Arbitration Notice: Users must notify info@thebrandcodes.com and allow 30 days for informal resolution.

13. Governing Law

This Agreement is governed exclusively by the laws of England and Wales.

14. Miscellaneous

This Agreement constitutes the entire understanding between the Parties.
If any clause is unenforceable, remaining clauses remain valid.
Users may not assign rights without prior written consent.

15. Effect of Terms Prior to Publication and Termination

Application to Pre-Publication Users: Terms apply retroactively to all Users who accessed Services before formal publication; payment obligations remain.
Termination and Breach: Brand may terminate access at its sole discretion; upon breach, including failure to submit claims in writing, all payment obligations become immediately due. Termination does not release obligations.
Survival of Obligations: Payment, indemnification, limitation of liability, and arbitration clauses survive termination.

16. Community Standards

Users must engage respectfully and professionally.
Prohibited conduct: harassment, defamation, public disparagement.
Official claims must be submitted in writing to info@thebrandcodes.com.
Violation may result in suspension or termination of access.

17. Relationship of the Parties

The Brand Code and Users acknowledge and agree that the relationship is that of independent contractors. Nothing in this Agreement shall create an employer/employee, principal/agent, partnership, or joint venture relationship.
Neither Party may bind or obligate the other Party in any manner without express written consent.

18. Force Majeure

The Brand Code shall not be liable for any delay or failure to perform the Services arising from causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, or technical failures.
Any such delay shall extend The Brand Code’s time of performance by at least the period of the delay.

19. Assignment

No Party may assign or transfer rights, duties, or obligations under this Agreement without prior written consent from the other Party.

20. Warranty and Industry Standards

The Brand Code will perform the Services in material conformity with industry standards for independent publishers of educational content and in accordance with generally accepted professional standards.
If The Brand Code breaches this warranty, its sole obligation is to use commercially reasonable efforts to re-perform the Services in a conforming manner.
Users remain solely responsible and liable for all implementation of deliverables arising from the Services, including any business processes affected. High-ticket Users may receive ready-made deliverables, but they remain responsible for implementing them in their operations.

21. Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof. All prior oral or written statements, representations, or agreements are merged herein.

22. Amendments

Any modification or amendment must be in writing and signed by an authorized representative of each Party. Amendments may specify an effective date separate from the date of execution.

23. Consent and Waiver

No consent to or waiver of any provision shall be deemed a consent or waiver of any other provision, whether similar or not, unless expressly stated in writing.

24. Binding Effect

This Agreement is binding upon and shall inure to the benefit of the Parties and their permitted successors and assigns.

25. Attorney’s Fees

If The Brand Code prevails, in whole or in part, in any legal or equitable action against a User for breach of this Agreement, The Brand Code is entitled to recover all costs, including attorneys’ fees, expert witness fees, and related expenses, regardless of settlement, mediation, arbitration, or judgment.