Terms and Conditions

These General Terms and Conditions (the "GTC") govern Customer's use of the brand search engine, brand database, and related services (the "Services") provided by Brandfetch SA, Route de la Goille 2, 1073 Savigny, Switzerland ("Brandfetch") through its website available on https://brandfetch.com/ (the "Website"), brand database services, plugins, and application program interfaces with third party services (the "APIs").

These GTC do not govern any services Brandfetch may provide with respect to the Services under one or more separate agreements, such as consulting services.

By providing the Services, Brandfetch enables Customers to search for and retrieve brand-related data, including logos, images, and related metadata. The Services are facilitated through APIs, which allow seamless integration and interaction between Brandfetch's system and third party services.

An API call refers to a request made by the Customer's system or application to Brandfetch's servers through the API, to retrieve or interact with specific brand-related data (each an "API Call"). Upon receiving an API Call, Brandfetch processes the request and responds by delivering the relevant data or content, in the form of a file representing brand information generated by Brandfetch (the "Content").

Depending on the applicable Subscription Plan, the Content may be delivered:

These GTC, together with the order form executed between the parties (if applicable) (the "Order Form"), data processing agreement (if applicable), and other referenced documents and product-specific guidelines, govern the access to, and use by, the Customer (including the Authorized Users as defined below) to the Services, and Website.

To access and use the Services, the Customer has to agree to these GTC. By accessing or using the Services, and (if applicable) by signing the Order Form, the Customer accepts the GTC, forming a legally binding agreement ("Agreement") between Brandfetch and the Customer (each a "Party" and together referred as the "Parties"). If not explicitly agreed otherwise by Brandfetch, the application of the Customer's terms and conditions is excluded.

If you are accepting these GTC on behalf of a company, business, corporation, or other entity, you and the applicable company, business, corporation, or other entity each represent and warrant that you have the authority to bind such entity to this Agreement, in which case the terms "you" or "your" and "Customer" will refer to such entity.

Brandfetch provides the Customer with several Service options. The Services are separated in different subscription plans (each a "Subscription Plan") including different sets of features and modules. A complete overview of the Services, Subscription Plans, and related modules, as well as pricing and related information can be found on the Website. Upgrades and downgrades of Subscription Plans are possible at the conditions set forth in these GTC.

Support is provided to the extent included in the applicable Order Form. Additional support is subject to additional fees, as agreed by the Parties. In any case, and except as agreed otherwise in text form, Customer acknowledges and agrees that Brandfetch's support obligations are limited to a best effort basis.

Brandfetch may agree to provide technical support services to Customer for the implementation of the Services (Implementation Services), customization and/or development services for the Services, as well as other services subject to the Parties entering into a separate specific agreement pertaining to such services and subject to the payment of the corresponding fees by Customer.

Depending on the applicable Subscription Plan and if so requested by Brandfetch, Customer shall provide Brandfetch with the name of its designated employees, agents or authorised representatives who shall be authorised to access and use the Services on behalf of Customer (the "Authorised Users").

If user credentials are issued to Customer without specifying the individual users, such user credentials may be used by any Authorised User, strictly on behalf and for the benefit of Customer.

The Customer shall be fully responsible for the confidentiality of any user credentials issued by Brandfetch and immediately inform Brandfetch of any loss or unauthorized disclosure of such user credentials, which shall then be deactivated and replaced by Brandfetch. The Customer shall further immediately notify Brandfetch if any named user for whom Brandfetch has issued user credentials quits the Customer's organization, if and as applicable.

Customer shall use the Services through its own employees, agents and/or duly authorised representatives only and for its own business purposes and shall take appropriate steps to ensure compliance with these GTC by such Authorized Users.

Customer is expressly prohibited from using the Services on behalf or for the benefit of any third-parties, or to sublicense the Services to any third parties, without Brandfetch's express prior written consent.

Brandfetch agrees to make the Services available to Customer in accordance with these GTC. Brandfetch shall provide the Services in the then-current version and according with the applicable Subscription Plan and these GTC.

In the context of using the Services, the Customer and its Authorized User are strictly prohibited from scraping data at scale or through any automated means. Any attempt to extract, copy, or collect data without explicit authorization is a violation of these GTC.

Brandfetch reserves the right to take immediate legal action, including but not limited to seeking injunctive relief and claiming damages. The Customer acknowledges that the Services may contain tools allowing Brandfetch to verify Customer's compliance with these GTC and Brandfetch shall have the right to temporarily or permanently suspend access to the Services and/or deactivate any user credentials issued for the use thereof in case of non compliance with these GTC, as well as the right to take immediate legal action, including but not limited to seeking injunctive relief and claiming damages.

Training any form of generative or machine-learning artificial intelligence, including but not limited to language models or other AI systems, using data obtained through the use of the Services is strictly forbidden unless a prior written agreement is in place.

Brandfetch shall use reasonable endeavors to maintain the availability of the Services.

Depending on the applicable Order Form, a service level agreement (SLA) can be negotiated on a case by case basis.

The Customer acknowledges that the availability of the Services provided through APIs may be dependent on the availability of the respective third party services over which Brandfetch has no control.

Brandfetch may from time-to-time interrupt or otherwise impact Services for maintenance or other improvements to the Services and the related infrastructure. As part of the provision of the Services, Brandfetch shall seek to identify and attempt to resolve problems which may negatively affect the proper functioning and availability of the Services (the "Maintenance Services"). Such Maintenance Services comprise repairs (rectification of faults and errors to restore functionality).

Further development, adaptation or improvement of the Services (evolutive maintenance), as well as Implementation Services, do not form part of the Maintenance Services.

Brandfetch may from time to time and at its sole discretion release updates, upgrades, and/or new versions of the Services, which may require installation by Customer to its own software and APIs. Customer is responsible for installing and using the latest versions of the Services in accordance with Brandfetch's prescriptions and changing its own software and APIs as needed. Brandfetch disclaims any liability for any defects, errors, or malfunctions of outdated or obsolete versions of the Services or any damages related to the use thereof.

Depending on the applicable Subscription Plan, the Customer shall pay the fees (the "Subscription Fees"), in accordance with the payment terms set forth the Agreement.

The Customer agrees to cooperate in the performance of the GTC to the necessary extent free of charge. In particular, the Customer is responsible for making regular API calls to Brandfetch's system in order to retrieve up-to-date data related to the Content at least once every thirty (30) calendar days. Failing to do so will result in a material breach of these GTC.

Customer shall, and shall cause its Authorised Users to, at all times comply with all laws and regulations applicable to the use of the Services, as well as the conditions and limitation of any license or other right granted, as set out in the Agreement or as otherwise specified in writing by Brandfetch. In particular, Customer or the Authorised Users shall not, except as explicitly allowed herein or without the prior consent of Brandfetch, and either during or after the Term: (i) use the Services for any illegal purposes (ii) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services or of their infrastructure; (iii) make any alteration to the Services, or insert any malicious software into the APIs, the Services or their infrastructure; (iv) access the Services' code, attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services or their infrastructure (v) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or any part of their infrastructure available to any third party; (vi) crawl or scrape, whether manually or by automated means (including bots, scrapers, and spiders), to view, access, or collect information, or using any part of the Services or Content to train machine learning or AI model or otherwise ingesting the Content into a machine learning or AI model.

Brandfetch retains all rights in and to the Services and to the Content, including all related intellectual property rights such as copyrights, trademarks, domain names, database rights, designs, patents, know-how, trade secrets, and other proprietary rights, whether registered or unregistered ("Brandfetch IP"). These GTC do not intend to transfer or assign any Brandfetch IP to the Customer. All third-party intellectual property accessed via the Services ("Third-Party IP"), in particular brand assets, remains the property of their respective owners.

Brandfetch grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to the Services and the Content. For the avoidance of doubt, this license does not extend to the original logos, images, or other brand assets, which are displayed in the Content and remain property of third parties as part of the Third-Party IP.

Customer expressly acknowledges that Brandfetch does not endorse or control Third Party IP. Brandfetch disclaims any liability for any Third Party IP, including their accuracy, integrity, quality, legality, usefulness or safety, or any intellectual property rights therein.

When applicable, Brandfetch grants the Customer a limited, non-exclusive, non-transferable, revocable license to download, store, and cache the Content (the "Cached Content") retrieved via API calls for a maximum period of thirty (30) days from the date of retrieval (the "License Period"). The Cached Content may only be used within the scope of the Customer's Subscription Plan and in accordance with these GTC.

The Customer must make a new API call at least once every thirty (30) days to refresh the Cached Content and to automatically renew the hereby granted license. Upon expiration of each License Period without such API Call, the hereby granted license automatically expires, requiring the Customer to delete all Cached Content.

Failure to make the required API Call constitutes a material breach of these GTC, allowing Brandfetch to suspend or terminate Services, or disable access to improperly stored Cached Content, and seek any available legal remedies. This license does not extend any rights to reproduce, distribute, or modify the Cached Content, and Brandfetch retains all intellectual property rights to the Cached Content.

The Customer agrees to immediately notify Brandfetch of any actual or potential infringement of Brandfetch IP rights. Brandfetch reserves the exclusive right to take any necessary actions regarding such infringements, and the Customer agrees to provide reasonable assistance at Brandfetch's request.

In cases of infringement, Brandfetch may seek injunctive relief or any other remedies available under the law, as monetary damages may be inadequate to compensate for the harm caused.

Customer and any third party may request from Brandfetch that any Third Party IP may be added, rectified, amended or blocked from access through the Services, or provide Brandfetch with additional or correct Third Party IP via [email protected]. Brandfetch may request additional documents and arguments in order to verify such request and will decide in its sole discretion if and to what extent such request is complied with.

According to the applicable Order Form, the Customer's access to the Services may be subject to payment of the Subscription Fees, which are, except where prohibited by law, non-cancellable and non-refundable.

If not agreed upon or indicated on the applicable Order Form, the Subscription Fees are payable in advance on a monthly or yearly basis by the last day of the previous subscription period. Additional Subscription Fees, such as overage charges for usage above the plan's limit, are invoiced in arrears on a monthly basis.

Unless otherwise specified in the applicable Order Form, payments of the Subscription Fees shall be made either by wire transfer to Brandfetch's bank account, as indicated from time to time to the Customer. If not otherwise agreed between the Parties, all fees are in USD, due within thirty (30) days of invoicing, and exclude VAT.

Brandfetch may change the Subscription Fees and the price of its Services at any time at its sole discretion. Such changes will be effective from the upcoming Renewal Term and the Customer will be notified two months in advance of any change.

The Parties may disclose to each other confidential information ("Confidential Information"). Confidential Information includes, without limitation, any information which is marked as confidential such as organization information, customer databases, functionalities and features of the Services, or information which has otherwise been indicated as being confidential or could reasonably be deemed confidential and attributable to the Customer or Brandfetch.

Publicly available or accessible information, information lawfully and unrestrictedly received or independently developed by the receiving party, is not considered confidential.

Each Party undertakes to protect all confidential information that becomes accessible or known based on the Agreement. This confidentiality obligation remains in force even after the termination of the Agreement.

Brandfetch and the Customer may further define their duties regarding confidentiality in a non-disclosure agreement, in which case the provisions of the non-disclosure agreement prevail.

Brandfetch processes personal data in accordance with the data protection legislation applicable in Switzerland and the European Union. Brandfetch protects the processed personal data by means of appropriate technical and organizational measures.

The Customer authorizes Brandfetch to use, process, and store relevant data for the performance of the Agreement and to use anonymized data to improve its services or for analysis purposes.

The Parties may further define their duties regarding data protection in a data processing agreement, in which case the provisions of the data processing agreement prevail.

The Customer entitles Brandfetch to use the Customer's name, logo, and a brief description of the Services provided for advertising purposes on Brandfetch's website and other marketing or investment materials. Any other use requires the prior consent of the other Party.

The Customer hereby grants Brandfetch a non-exclusive, worldwide, royalty-free license to use any ideas, suggestions, messages, comments, input, recommendations, or enhancement requests provided by the Customer, its employees or agents ("Feedback") in connection with the use of the Services. The Customer acknowledges that it provides Feedback voluntarily, and Brandfetch has no obligation to use and implement any Feedback.

The Services and the Content are provided AS IS and AS AVAILABLE. To the maximum extent permitted by applicable law, Brandfetch disclaims all warranties with respect to the Services and the Content, whether express, implied or statutory, including any warranties of merchantability, fitness for a particular purpose, quiet enjoyment and non-infringement of third-party rights.

In particular, Brandfetch does neither represent nor warrant that the Services and the Content will meet Customer's requirements, that the operation of the Services will be uninterrupted or error-free, that the Content will be error-free, that any errors in the Services will be corrected, that it will ensure continued compatibility of the APIs and/or Services with any third-party products, even if they are compatible with such third-party products upon the granting of the right of use or at any given moment before or thereafter, that the Services will always be available and remain available unchanged or that certain subscription models for the Services available at any given moment, will remain available for renewal at the end of the applicable subscription period. The use of the Services is entirely at the Customer's own risk, and Brandfetch expressly disclaims any warranties regarding the Customer's use thereof and/or any decisions taken by the Customer based on the insights gained from its use of the Services.

Brandfetch is fully liable to the Customer for damages resulting from the Brandfetch's gross negligence or wilful misconduct. In all other cases, Brandfetch's liability under the Agreement is limited to 100% of the amount of the Subscription Fees paid for the provision of the Services in the 12 months prior to the occurrence of the damaging event.

Neither Party may recover from the other Party, regardless of the legal reason, any amount with respect to loss of profit, data, or goodwill, or any consequential, incidental, indirect, punitive, or special damages in connection with claims arising out of the Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated.

Brandfetch will not be held liable for inaccuracy or incompleteness of the Services, or the incompatibility of the Services with any specific objectives that the Customer is hoping to achieve.

The exclusions and limitations under this Section 11 shall extend to Brandfetch's directors, officers, employees, agents, representatives and auxiliaries.

Neither Party shall be liable for any failure to perform its obligations under this Agreement caused by circumstances beyond the Parties' reasonable control (force majeure). Any such excuse for delay or non-performance shall last only as long as the event remains beyond the reasonable control of the delayed Party. However, the delayed Party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control. The delayed Party must notify the other Party promptly upon the occurrence of any such event and inform the other Party of its plans to resume performance.

The Customer agrees to indemnify, and hold Brandfetch harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys 'fees and expenses, made by any third party due to or arising out of: (i) breach of these GTC or any legal regulation by the Customer, its employees or other persons acting on behalf of the Customer; (ii) any breach of Customer's representations and warranties set forth in these GTC; (iii) Customer's use of the Services or the Content other than as permitted under these GTC and strictly in accordance with any documentation provided for the Services; and (iv) Customer's alleged or actual infringement of Third Party IP.

The Agreement between the Parties remains in full force and effect for the duration of the term indicated on the applicable Order Form (the "Initial Term"). The Agreement will automatically renew for subsequent periods of the same duration as the Initial Term, unless the Agreement is terminated, or subject to a one-month prior written notice of non-renewal by either Party.

Either Party may terminate the Agreement with immediate effect, in case of any material breach by the other Party, provided that, if the breach may be cured, at its sole judgement, the damaged Party shall first give the other Party 10 days 'prior notice written notice (including by e-mail) to cure such breach at the damaged Party's entire satisfaction.

Abuse or excessive use of the Services beyond the scope permitted under the applicable Subscription Plan or applicable Order Form will be considered a material breach, justifying Brandfetch termination with immediate effect according to this Section 13.

Termination does not affect any rights, obligations, or liabilities of either party that have accrued before or are intended to stay effective beyond termination.

Upon non-renewal or termination of the Agreement, an in addition to the consequences described elsewhere in the GTC, (i) Brandfetch shall stop providing and the Customer shall stop using the Services and the APIs; (ii) all rights to use and access granted hereunder shall cease immediately, all access to the Services and credentials shall be deactivated and suppressed; (iii) the Customer shall immediately return, destroy, or delete from their system any files, records, data, or other materials provided by Brandfetch and related to the Content and to the Services; and (iv) prepaid Subscription Fees shall not be refunded in case of termination and the Customer shall immediately pay all outstanding amounts due to Brandfetch.

Entire Agreement: The GTC constitutes the entire agreement between Brandfetch and the Customer, and supersedes all prior agreements between the Parties relating to the subject matter of the Agreement.

Independent Contractors: The Parties acknowledge and agree that they shall be considered as independent contractors with no authority to contract for the other or in any way to bind or to commit the other or in a way to bind or to commit the other to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of the other. Under no circumstances shall either Party, or any of its staff, if any, hold itself out as or be considered an agent employee, joint venture, or partner of the other. Neither Party shall not pay any contributions to social security, unemployment insurance, federal or state withholding taxes, any other applicable taxes whether federal, state, or local, nor provide any other contributions or benefits which might be expected in an employer-employee relationship.

Subcontractors: Brandfetch may use subcontractors for the providing of the Services and related services, including for the hosting and maintenance of the Services or the infrastructure on which the Services are hosted. Brandfetch's use of subcontractors shall not relieve Brandfetch of any of its duties or obligations hereunder, which shall be imposed on subcontractors. Customer acknowledges that it shall have no direct claim whatsoever against Brandfetch's subcontractors in connection with their actions or omission pertaining to the providing of the Services.

GTC Amendment: Brandfetch may amend these GTC at any time by written notice (including by e-mail) to the Customer. Any amendment shall become effective immediately or as otherwise indicated by Brandfetch to Customer in its notice to Customer. If Customer does not accept any amendment notified by Brandfetch, its sole remedy shall be to terminate these GTC in accordance with Section 13.

Hierarchy: In the event of any conflict or inconsistency among the documents of the Agreement, the documents shall take precedence in the following order: (i) the applicable Order Form, (ii) these GTC, and (iii) any other referenced documents that are part of the Agreement, except where express written derogations have been acknowledged and approved by Brandfetch.

No Waiver: The failure of either Party to enforce any of the provision of these GTC or any rights thereunder shall in no way be considered as a waiver of such provisions or rights.

Severability: If any provision of the Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain in full force and effect.

No Assignment: The Customer may not assign any of its rights, obligations, or claims under the GTC without the previous written consent of Brandfetch. Brandfetch may assign and transfer these GTC to any third party, in which case Brandfetch shall provide the Customer with written notice (including by e-mail) of such assignment or transfer. If the Customer does not agree to such assignment or transfer, its sole remedy shall be to terminate these GTC in accordance with Section 15.3.

Governing Law & Jurisdiction: These GTC, and all claims or causes of action that may be based upon, arise out of or relate to these GTC shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of law provisions. The ordinary courts at Lausanne, Switzerland have exclusive jurisdiction for all disputes arising from or in connection with the GTC. Notwithstanding the preceding, nothing in these GTC shall prevent Brandfetch from seeking injunctive relief or any other remedy available at law in any jurisdiction in case of any infringement of its intellectual property rights.