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Terms and Conditions of Use

Last Updated: January 20, 2025

Thank you for using our services. This document outlines the terms and conditions (“Terms”) governing your use of our services (“Services”) provided by Brainding LLC (“we,” “us,” or “our”).

By accessing or using our Services, you agree to comply with these Terms. If you do not agree, you must stop using our Services immediately. For any questions, contact us at info@thenetmencorp.com or by mail at 465 Brickell Ave, Suite 401, Miami, FL, 33131.

 

1. Acceptance of Terms

This Terms of Service agreement (“Agreement”) is a binding contract between Brainding LLC (“we,” “us,” or “The NetMen Corp”) and you, governing your access to and use of our graphic design platform (the “Services”) through unlimited.thenetmencorp.com (the “Site”). By using this Site or accessing our Services in any way, you confirm that you have read, understood, and agreed to the terms of this Agreement. Updates to these Terms will take effect on the “Last Updated Date” shown on the Site, and your continued use after this date constitutes acceptance of the updated Terms. It is your responsibility to review these Terms before purchasing any products or services offered through the Site.

These Terms are a key part of the Website Terms of Use, which apply to your use of the Site. Please also review our Privacy Policy (see Section 2) before placing an order.

This Site is operated from our offices in the United States. We make no claims about its appropriateness or availability in other locations, and accessing the Site from areas where its content is illegal is prohibited. Users accessing the Site from outside the U.S. are responsible for complying with applicable local laws.

 

2. Privacy Policy

2.1 Our Privacy Policy, explains how your personal information is handled. By using the Site, you accept the Privacy Policy. If you do not agree with how your personal information is used, you must stop using the Site immediately. Access is restricted to individuals aged 18 and older.

 

3. The Services

3.1 Subject to your compliance with this Agreement, subscription to a plan, and timely payment, we will provide access to the Services for the duration of your subscription. We will make reasonable efforts to ensure availability, excluding planned downtime or emergency maintenance. We reserve the right to modify, replace, or discontinue the Services at any time without notice.

3.2 You agree to:

  • Provide accurate and updated information as prompted by registration forms (“Registration Data”).
  • Maintain the security of your account credentials.
  • Notify us immediately of unauthorized account use.
  • Take full responsibility for all account activities.

Each user must have their own unique username and password, along with a valid email address. Additional information may be requested as necessary.

3.3 You are responsible for securing the necessary equipment, services, and internet connection to access the Services, along with any associated costs.

3.4 We may terminate your account without notice if:

  • You violate this Agreement.
  • Your use is incompatible with our service model.
  • You share login credentials.
  • You violate our core values.
  • You abuse our team or Services, including for illegal purposes.

3.5 “Licensed Content” refers to content we own or license (e.g., artwork, stock media, designs). While you own the rights to your graphic design projects, any Licensed Content included is subject to specific licensing terms (see Section 4). By providing feedback or suggestions, you grant us the right to use them freely and commercially.

3.6 Provided you comply with this Agreement and pay fees on time, we grant you a limited, non-transferable license to use the Services for internal business purposes. You may not:

  • Reverse engineer, decompile, or disassemble the Services.
  • Create derivative works based on the Services.
  • Use the Services for competitive analysis or monitoring.
  • Violate applicable laws or this Agreement.

 

4. Use of the Services

4.1 You may submit unlimited requests and revisions within the scope of your subscription. Output volume depends on request volume and complexity. While we strive to meet your timelines, the Services are not designed for urgent or time-sensitive projects.

4.2 Upon receiving deliverables, you must review them for errors and request corrections within seven (7) days. We will prioritize correcting any reported issues promptly. Requests for changes beyond this period may be considered but are not guaranteed.

4.3 You represent that you own or have rights to all content you provide to us (“Customer Content”). You grant us a worldwide, royalty-free license to use your Customer Content solely to deliver the Services.

4.4 You own all rights to the final deliverables, including intellectual property rights, provided payments are made in full. Deliverables qualifying as “work made for hire” will be owned by you. If not, we assign all rights to you. Ownership is subject to compliance with this Agreement, full payment, and Sections 4.5 and 6.

4.5 We retain ownership of pre-existing materials used in deliverables. You receive a limited license to use such materials only as incorporated into your deliverables. All other rights remain reserved.

4.6 The NetMen Corp prohibits using the Services to promote discrimination, hostility, or violence, especially based on race, religion, gender, sexual orientation, age, disability, ancestry, or national origin. Violation of this policy may result in immediate suspension or termination of your account without notice.

 

5. Fees

5.1 Use of the Services requires recurring payments, as specified during registration. By subscribing, you authorize us to charge your selected payment method for fees and taxes at your chosen billing frequency. Overdue balances may incur interest at 1.5% per month or the highest legal rate, whichever is lower. Failure to pay may result in account termination. All fees are non-refundable unless stated otherwise.

5.2 We may adjust fees with five (5) days’ notice. Continued use after a fee change constitutes acceptance.

  1. Portfolio Rights
    7.1 You hereby grant us a limited, nonexclusive, non-sublicensable, royalty-free worldwide license to use, publish, and display any deliverables that we develop in connection with the Services for the purpose of marketing and advertising (the “Portfolio Rights License”). You may revoke the Portfolio Rights License at any time by sending a written notice to info@thenetmencorp.co. If you revoke the Portfolio Rights License, we will stop using your deliverables for marketing and advertising purposes, however, your deliverables may continue to exist elsewhere online such as where the deliverables have been used by others in accordance with the Portfolio Rights License.
  2. Term and Termination
    8.1 This Agreement will expire and terminate upon the expiration or termination of your account or subscription to a Service. All sections of this Agreement which by their nature should survive termination will survive termination, including but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

8.2 We may terminate this Agreement at any time upon notice if you default or breach this Agreement. Upon expiration or termination of your account or subscription to a Service, all rights under this Agreement relating to such Service will immediately terminate, you will lose all access to the applicable Service, including access to your account and Customer Content or other files. If we terminate the Agreement for your breach, any licenses to Licensed Content will terminate.

  1. Disclaimer of Warranties
    9.1 We represent and warrant that you will receive a good and valid title license to all deliverables, free and clear of all encumbrances and liens of any kind, except for Licensed Content and other pre-existing materials, which may be subject to additional terms and restrictions. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 7.1, THE SITE AND THE SERVICES ARE PROVIDED “AS IS, AS AVAILABLE”. WE MAKE NO PROMISES ABOUT OUR SERVICES AND, TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND OTHER VIOLATION OF RIGHTS, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

  1. Liability Waiver
    10.1 WE WILL NOT BE RESPONSIBLE FOR ANY LOST PROFITS, REVENUES, DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS SITE. TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED OR EXPRESSED WARRANTIES, SHALL NOT EXCEED FIFTY DOLLARS, REGARDLESS OF THE CAUSE OF ACTION, IN TORT, CONTRACT, OR OTHERWISE. THIS PARAGRAPH DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
  2. Indemnification
    11.1 YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND COSTS, ARISING OUT OF OR IN ANY WAY CONNECTED TO CUSTOMER CONTENT OR USE OF THE SERVICES OR ANY DELIVERABLES. YOU SHALL COOPERATE AS REQUIRED BY US IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU WILL NOT, IN ANY EVENT, SETTLE ANY CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.
  3. Links to Third-Party Platforms
    12.1 If this Site is available through any third-party platform, or if we provide links from this Site to any third-party platform, then we do not accept responsibility for any content or practices of such third parties.
  4. 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 submitting a written notification to our agent designated below.

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; (iii) Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (iv) Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (v) 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; (vi) A statement that the information in the written notice is accurate; (vii) A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

13.3 Our designated agent to receive DMCA Notices is:

Brainding LLC
465 Brickell Ave
Suite 401
Miami, FL
33131

  1. Disputes Resolution and Choice of Forum
    14.1 This Agreement is governed by, and construed in accordance with, the laws of the State of Pennsylvania, without regard to any choice of law, conflicts of law or other principles that would result in the application of the laws or regulations of any other jurisdiction. Any legal action, claim, or proceeding relating to or arising out of this Agreement shall be instituted in a state or federal court of competent jurisdiction in Philadelphia County, Pennsylvania. The parties agree to submit to the exclusive jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

14.2 If no court in Philadelphia County, Pennsylvania is found to have jurisdiction, then the parties shall adjudicate any dispute arising out of or relating to this Agreement by binding arbitration administered by the International Centre for Dispute Resolution in Philadelphia, Pennsylvania in accordance with its International Arbitration Rules. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

14.3 THE PARTIES AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

14.4 THE PARTIES AGREE THAT ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF USE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

  1. Assignment
    15.1 This Agreement and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder, without our prior written consent. We may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.
  2. Severability
    16.1 If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect, and the invalid, illegal or unenforceable provision(s) will be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).
  3. Non-Waiver
    17.1 The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of this Agreement or any breach, in any one instance, will not waive such term or condition or any subsequent breach.
  4. Force Majeure
    18.1 If we are unable to perform any obligation under this Agreement because of any matter beyond our reasonable control, including but not limited to a pandemic or wide spread outbreak of infectious diseases, government shutdown, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial/labor disputes (whether or not involving our employees), acts of government, loss of or problems with telecommunications, utility services or other third party services, and hostile network attacks (each, a “Force Majeure Event”), we will have no liability to you for such failure to perform; provided, however, that we will resume performance promptly upon removal of the circumstances constituting the Force Majeure Event.
  5. Entire Agreement
    19.1 If you have executed a separate agreement with us applicable to your access to and use of this Site or our Services, then the terms and conditions of that agreement prevail to the extent of any conflict with this Agreement. In all other cases, this Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior communications and proposals.

 

6. Confidential Information 

6.1 For purposes of this Agreement, the term “Confidential Information” means non-public or proprietary information, including, without limitation, information relating to current or future business, products and services, research, images, development, design details and specifications, and marketing plans.

6.2 During the course of our relationship, you may disclose to us your Confidential Information. We agree to hold in confidence and not disclose to any third party any of your Confidential Information, except as approved or directed in writing by you and will use your Confidential Information for no purpose other than for the Services. We will limit access to your Confidential Information to only those employees, officers, directors, contractors, representatives and agents who are involved in providing Services to you.  We will be responsible to you for any breach of this provision by our employees, officers, directors, contractors, representatives and agents. 

6.3 During the course of our relationship, we may similarly disclose to you our Confidential Information. You agree to hold in confidence and not disclose to any third party any of our Confidential Information, except as approved or directed in writing by us and will use our Confidential Information for no purpose, except as permitted by this Agreement. You will limit access to our Confidential Information to only those employees, officers, directors, contractors, representatives, and agents to whom it is necessary to disclose our Confidential Information. You will be responsible to you for any breach of this provision by your employees, officers, directors, contractors, representatives, and agents. 

6.4 Notwithstanding anything to the contrary in this Agreement, the following is not Confidential Information: (a) information that was in the public domain at the time of its disclosure or has entered the public domain without breach of this Agreement; (b) information that was already in the rightful possession of a party at the time of disclosure; (c) information that is independently developed by a party without breaching this Agreement; or (d) information that becomes known to a party, without restriction, from a third party source not directly or indirectly involving a breach of this Agreement.

6.5 The confidentiality obligations under this Agreement will survive for five (5) years after the termination of this Agreement.