Terms & Conditions

Please read these Terms & Conditions of Use (collectively with Brooke and Matthew’s Privacy Policy, www.brookeandmatthews.com/privacy) fully and carefully before using www.brookeandmatthews.com (the “Site”) and the services, features, content, applications, services, or products offered by Brooke and Matthews, Inc. (“we”, “us”, “our”, “we’re”, or “Brooke and Matthew’s”) (together with the Site, the “Products” and/or “Services”). These Terms & Conditions of Use set forth the legally binding terms and conditions for your use of the Site and the Products.

ACCEPTANCE OF TERMS OF PRODUCT

By buying for and/or using the Products and/or Services in any manner, including but not limited to visiting or browsing the Site, you agree to these Terms & Conditions of Use and all other operating rules, policies and procedures that may be published on the Site by us, each of which is incorporated by reference and each of which may be updated without notice. Products and/or Services may be subject to those additional terms and conditions, which are incorporated into these Terms & Conditions of Use by this reference. These Terms & Conditions of Use apply to all users of the products, including, without limitation, registered and unregistered users.

ELIGIBILITY

You must represent and warrant that you are at least 13 years of age. If you are under the age of 13 you may not under any circumstances or for any reason use the Products and/or Services. We may refuse to offer the Products and/or Services to any person or entity and change its/your eligibility at any time. You are solely responsible for ensuring that these Terms & Conditions of Use are in compliance with all laws, rules, and regulations applicable to you and the right to access the Products and/or Services is revoked where these Terms & Conditions of Use or use of the Products and/or Services is prohibited or to the extent offering, sale or provision of the Products and/or Services conflicts with any applicable law, rule or regulation. The Products and/or Services are offered only for your use and not for the use or benefit of any third party.

REGISTRATION

Signing up for Products and/or Services, you must register for an account on the Products and/or Services (“Account”). You must provide accurate and complete information and keep your “Account” information updated at all times. You shall not: (a) select or use a username that’s the name of another person with the intent to impersonate that person; (b) use a username that’s a name subject to any rights of a person other than you without appropriate authorization; or (c) use, a username that’s offensive, vulgar, or obscene. You are solely responsible for the activity that occurs on your “Account”, and for keeping your “Account” password secure. You may never use another person’s user account or registration information for the Products and/or Services without permission. You must notify us immediately of any change in your eligibility to us the products and/or Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your “Account”. You should never publish, distribute or post login information for your “Account”. You shall have the ability to delete your “Account” through a request made to one of our employees, affiliates, or directly on our site.

DEFINITION OF CONTENT

For purposes of these Terms & Conditions of Use, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Products and/or Services. You acknowledge that all Content accessed by you using the Products and/or Services is at your own risk and you are solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any “Content” you access on or through the Products and/or Services is or will continue to be accurate.

NOTICES AND RESTRICTIONS

The Products and/or Services may contain “Content” specifically provided by us or our partners and such “Content” is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices information, and restrictions contained in any “Content” accessed through the Products and/or Services.

USE LICENSE

Subject to these Terms & Conditions of Use, we grant each user of the Products and/or Services a non-exclusive, non-sublicensable and non-transferable license to use “Content” solely for purposes of using the Products and/or Services. Use, reproduction, modification, distribution or storage of any “Content” for other than purposes of using the Products and/or Services is prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any “Content” for commercial use or in any way that violates any third party right.

AVAILABILITY OF CONTENT

We do not guarantee that any “Content” will be made available on the Site or through the Products and/or Services. We reserve the right to, but do not have any obligation to: (a) remove, edit or modify any “Content” in our sole discretion, at any time, without notice to you and for any reason, or for no reason at all; (b) remove or block any “Content” from the Products and/or Services.

RULES OF CONDUCT

As a condition of use, you promise not to use the Products and/or Services for any purpose that is prohibited by these Terms of Product and/or Service. You are responsible for all of your activity in connection with the Products and/or Services. You shall not: (a) take any action that imposes or may impose (determined by us) an unreasonable large load on our (or third party providers’) infrastructure; (b) interfere or attempt to interfere with the proper working of the Products and/or Services or any activities conducted on the Products and/or Services; (c) Bypass, circumvent or attempt to bypass any measures we may use to prevent or restrict access to the Products and/or Services (or other accounts, computer systems and/or networks connected to the Products and/or Services); (d) run any form of auto-responder or “spam” on the Products and/or Services; (e) use manual or automated software, devices, or other processes to “spider” or “backdoor” any page of the Site; (f) harvest or copy any “Content” from the Products and/or Services; (g) distribute information you know is false, misleading, untruthful, unlawful, or inaccurate, (h) upload any software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment and/or hardware to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party; or (i) otherwise take any action in violation of our guidelines and policies. You shall not directly or indirectly: (a) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Products and/or Services, except to the limited extent applicable laws specifically prohibit such restriction, (b) modify, translate, or otherwise create derivative works of any part of the Products and/or Services, or (c) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive.

You shall abide by all applicable local, state, national and international laws and regulations. We reserve the right to access, read, preserve, and disclose any information as we reasonable believe is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce these Terms & Conditions of Use, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of us, our users and the public. All orders or our products must be for personal use only. By purchasing our products, you hereby agree not to resell or distribute such products for any commercial purposes. If we have reason to believe that your order is not for personal use, we reserve the right to reject or cancel any order that you place.

THIRD PARTY SERVICES

The Products and/or Services may permit you to link to other websites, products and/or services or resources on the Internet, and other websites. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be cause by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

PAYMENTS AND PAID PRODUCTS AND/OR SERVICES

Note that any payment terms presented to you in the process of using or signing up for a Paid Service is deemed part of this Agreement. We use a third-party payment processor to bill you through a payment account linked to your “Account” or as a guest on the Products and/or Services for use of the paid Products and/or Services. The processing of payment will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor. By choosing to use our Products and/or Services, you agree to pay us through the Payment Processor, all charges at the prices in effect for any use of such paid Products and/or Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payments using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

PAYMENT METHOD

The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due still upon demand. We accept many forms of payment methods such as PayPal, Debit Cards, and many other major Credit Card Issuers if your card is declined because we don’t accept it for any reason we will notify you immediately and update our Site with such methods we don’t accept. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than changes in state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more charges at checkout.

CANCELLATION AND/OR TERMINATION

We may cancel and/or terminate your access to all of any part of the Products and/or Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your Account, you may do so by following the instructions on the Site. Any fees pair hereunder are non-refundable. All provisions of these Terms & Conditions of Use which by their nature should survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

WARRANTY DISCLAIMER

We have no special relationship with or fiduciary duty to you. You acknowledge that WE have no duty to take action regarding: which uses gain access to our Products and/or Services; what Content you access via the Products and/or Service; or how you may interpret or use the content. You release us from all liability for you having acquired or not acquired Content through Products and/or Services. We make no representations concerning any Content contained in or accessed through the Products and/or Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Products and/or Services.

The services and content are provided “AS IS” and without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance, usage, or trade, all of which are expressly disclaimed. We, and our directors, employees, agents, suppliers, partners and content providers do not warrant that: (a) The services will be secure or available at any particular time or location; (b) Any defects or errors will be corrected; (c) Any content or software available at or through the services is free of viruses or other harmful components; (d) The results of using the Products and/or Services will meet your requirements. Your use of the Products and/or Services is solely at your own risk.

INDEMNIFICATION

You shall defend, indemnify, and hold harmless us, our affiliates, each of our and their respective employees, contractor, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Products and/or Services or Content in violation of these Terms & Conditions of Use or infringement by you or any third party using your Account or identity in the Products and/or Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

LIMITATIONS

In no event shall we nor our directors, employees, agents, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the services (a) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, compensatory or consequential damages of any kind whatsoever, substitute goods or services, (b) for any bugs, viruses, trojan horses, or the like (regardless of the source of origin), or (c) for any direct damages in excess of the greater of (1) fees paid to us for the particular Products and/or Services during the previous (6) month period or (2) $600.00.

GOVERNING LAW AND JURISDICTION

These Terms & Conditions of Use shall be governed by and construed in accordance with the laws of the State of Indiana, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms & Conditions of Use shall be governed by the exclusive jurisdiction, venue of the state, and federal courts of Morgan County, Indiana.

MODIFICATION

We reserve the right, in our sole discretion, to modify or replace any of these Terms & Conditions of Use, or change, suspend, or discontinue the Products and/or Services at any time by posting a notice on the Site or by sending you notice through the Products and/or Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Products and/or Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms & Conditions of Use periodically for changes. Your continued use of the Products and/or Services following notification of any changes to these Terms & Conditions of Use constitutes acceptance of those changes.

MISCELLANEOUS ENTIRE AGREEMENT

These Terms & Conditions of Use are the entire agreement between you and us with respect to the Products and/or Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (oral, written, or electronic) between you and us with respect to the Products and/or Services. If any provision of these Terms & Conditions of Use is found to unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms & Conditions of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms & Conditions of Use will otherwise remain in full force, effect and enforceable. 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.

FORCE MAJEURE

We shall not be liable for any failure to perform our obligations where such failure results from any cause beyond our reasonable control, including without limitation, mechanical, or communications failure or degradation.

ASSIGNMENT

These Terms & Conditions of Use are personal to your and are not assignable, transferable, or sub-licensable by you except with our prior written consent. We may assign, transfer, or delegate any of our rights and obligations hereunder without consent.

COUPONS

Coupons (codes) have no cash value, cannot be redeemable for cash, and cannot be combined with any other offers. Limit one coupon code per order. Coupon codes generally expire and are no longer valid for redemption 60 days after their date of generation, but certain coupon codes may have their own redemption period as specified in connection with the coupon code itself. The unauthorized reproduction, resale, modification, or trade of coupon codes is prohibited. Coupon codes are void where prohibited, taxed, or restricted. Venticlenz reserves the right to change or limit coupon codes in its sole discretion.

AGENCY

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms & Conditions of Use and neither party has any authority of any kind to bind the other in any respect.

NOTICES

Unless otherwise specified in these Terms & Conditions of Use, all notices under these Terms & Conditions of Use will be in writing and will be deemed to have been given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to info@brookeandmatthews.com.

NO WAIVER

Our failure to enforce any part of these Terms & Conditions of Use shall not constitute a waiver of our right to later enforce that or any other part of these Terms & Conditions of Use. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms & Conditions of Use to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

FINAL TERMS

This section and paragraph in these Terms & Conditions of Use are for convenience only and shall not effect their interpretation.

EFFECTIVE DATE OF TERMS & CONDITIONS OF USE:

January 1st, 2017