Terms of Service

Last Updated: 26-02-2020
These Terms of Service (the “Agreement”) is entered into between you and Brand New Name Inc. (“Brand New Name”, “Company” , “We”). This Agreement governs your access to and use of www.brandnewname.com (the “Service”) as well as any and all Content, functionality and services offered on or through the Service (collectively, the “Services”). We reserve the right, at our sole discretion, to change, modify, add, or delete all or any portion of this Agreement at any time without advance notice. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. Your continued use of the Service after any such changes constitutes your acceptance of the new Agreement. If you do not agree to abide by these or any future Terms of Service, do not use or access (or continue to use or access) or post any Content to the Brand New Name Site or use our Service. It is your responsibility to regularly check the Brand New Name Service to determine if there have been changes to this Agreement and to review such changes. By accessing, registering for or using the Service, you represent, warrant and covenant:

you are at least 18 years of age;
you agree to be bound by this Agreement, and all Brand New Name policies and guidelines referenced in this Agreement or incorporated into this Agreement by reference;
you have the legal power and authority to enter this Agreement on behalf of yourself or the Person or entity you represent; and
you will not abuse or misuse the Service or misrepresent your identity to us

This Agreement contains warranty disclaimers and other provisions that limit our liability to you. please read this Agreement carefully and in its entirety, as accessing, registering to use or using the Service constitutes acceptance of this Agreement. if you do not agree to be bound to each and every term and condition set forth herein, please exit our website immediately and do not access or use the Service any further.

Definitions

"Award" means the amount specified by a Contest as the payment to be available for a Contest Winner.
"Content" means all information and data that may be disseminated, disclosed or displayed on or uploaded or posted to any portion of the Brand New Name Service or the html code that comprises the Brand New Name Service, including without limitation all Entries, name suggestions, logos, taglines, designs, text, graphics, pictures, video, animation, information, music, sound, audio, illustrations, diagrams, data, html code and other files and creative output, in whatever format.
"Contest Owner" means a User of our Service who hosts a Contest to which Creatives can submit an Entry to fulfill the requirements of the Contest.
"Fees" means the payment charged by Brand New Name and payable by a Contest Owner in connection with posting a Contest on the Brand New Name Service.
"Intellectual Property Rights" means any Invention, writing, trade name, trademark, service mark, mask work, copyright, patent or any other material registered or otherwise protected or protectable under state, federal, or foreign patent, trademark, copyright, or similar laws.
"Inventions" includes ideas, discoveries, developments and improvements, whether or not reduced to practice and whether or not patentable or otherwise within the definition of Intellectual Property.
"Moral Rights" means any rights to claim authorship of any Content, to object to or prevent any modification of any Content, to withdraw from circulation or control the publication or distribution of any Content, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is called or generally referred to as a "moral right."
"Person" means any individual, trust or legal entity.
"Proprietary Information" includes any scientific, technical, trade or business secrets of any Person or entity and any scientific, technical, trade or business materials that a Person or entity treats, or is obligated to treat as confidential or proprietary, including, but not limited to, Inventions belonging to a Person or entity and confidential information obtained by or given to a Person or entity about or belonging to a third party.
"Select" means (i) with respect to a Winner selected by a Contest Owner, such Contest Owner's active use of the Service's functionality to register such Contest Owner's selection of an Entry as a Winner and (ii) with respect to a Winner selected by the Company, as provided above, such Contest Owner's active use of the Service's functionality to register a Contest and the Company's selection of an Entry as a Winner as permitted by these Terms of Service.
"User" is any Person that registers to participate as a Creative or Contest Owner on the Brand New Name Service and that has accepted these Terms of Service.
“Contest Guidelines” are rules, as promulgated by Brand New Name in its sole discretion and found on our Service, that Contest Holders and Creatives hereby agree to follow.
“Contest” means an online event held by a Contest Owner through our Service to invite one or more Creatives to submit Entries to the Contest Owner.
“Creative” means a User who elects to participate in a Contest by submitting an Entry in response to the Contest.
“Domain Name” means an Internet domain name available for registration or purchase.
“Entry” means a proposed name, tagline, logo, creative work, advice, or any submission by a Creative as part of a Contest.
“Payment Gateways” means the third party tools that are used to facilitate payments pr payouts on the Brand New Name Service.
“Service” means the services and functionality offered within the Brand New Name website at www.brandnewname.com and any of its subdomains.
“We”, “us”, “our”, “Company” refers to Brand New Name.
“Winner” means the Creative(s) and respective Entry(ies) as selected by a Contest Owner or Brand New Name, for a given Contest.

Purpose and Use of Brand New Name Service

Contest Owners may submit a Contest via the Service, allowing Creatives to submit Entries for a business, product, service, or website. Contest Owner agrees to pay to Company all Fees associated with each Contest posted by Contest Owner prior to Contest creation. All Fees paid by the Contest Owner are nonrefundable. Creatives may then submit Entries to the Contest. The Contest Owner shall Select one Winner from among those proposed by Creatives. At his or her sole discretion, the Contest Owner reserves the right to Select an Entry from the submitted suggestions. A Creative shall be entitled to payment of the Award associated with a Contest only if the Contest Owner selects the Entry submitted by such Creative for such Contest. If the Contest Owner does not Select a Winner from the Entries submitted by Creatives within (14) fourteen days of the Contest creation date, the Company reserves the right to choose a Winner from the Entries submitted by Creatives to the Contest. The selection of the Winner by the Company shall be binding upon the Contest Owner. The Creative will be entitled to payment Award associated with such Contest regardless of whether the Entry submitted by such Creative was Selected by the Contest Owner or by the Company, as provided above. The Creative has 90 days from the time of winning to request the Award payment.

Monetary Compensation and Payment Obligations

Payments for Creatives
The Brand New Name Service has been created to facilitate community-based generation of branding related assets and ideas, submitted as Entries to Contests. Creatives hereby acknowledge that any compensation received in connection with the Brand New Name Service with respect to a Contest may not bear any relation to the actual time expended by a Creative on an Entry submitted to a Contest or the quality or quantity of Entries submitted by a Creative.

Notwithstanding the foregoing, a Creative is eligible to receive monetary compensation in connection with a Contest only if they are the Winner selected by a Contest Owner or by the Company, if applicable, in respect of such Contest is the actual Entry submitted by such Creative in accordance with these Terms of Service. If an Entry submitted by a Creative in respect of a Contest is actually Selected by Contest Owner or by Company, if applicable, then such Creative shall be paid the Award payable in respect of such Contest. The Company's calculation of the Award shall be binding and conclusive upon both Creatives and Contest Owners. The Company, at its sole discretion, reserves the right to modify calculation of the Award provided for hereunder, effective immediately upon notification to Contest Owner and Creative. Payment of all Awards shall be made by the Company through the use of the Payment Gateways provided in the Service. In the event that any Creative does not provide the Company with a valid Payment Gateway account registered in the name of such Creative and all information necessary to process payments within (10) ten business days of the Company requesting such information, such Creative shall forfeit and hereby waives all rights to any Award payments hereunder.

Brand New Name makes no representations or warranties regarding any actual monetary compensation that may be earned in connection with the use of the Brand New Name Service. Brand New Name's obligation to pay a Creative the Award is subject to, in the case of each Contest, the actual payment of such amount by Contest Owner and its receipt by Brand New Name and in the case of all Contests, the payment by Contest Owner of the Fee associated with such Contest. Each Creative hereby acknowledges and agrees that it shall be responsible for all taxes due on any payments made to it in connection with its participation on the Brand New Name Service, including payment of all Awards. The Company will be under no obligation to make any payments to a Creative unless such Creative(i) has registered a valid Payment Gateway account held in such Creative’s name, (ii) has properly completed the information required in User registration process, (iii) has provided all information and completed all forms related to backup withholding taxes, as may be requested by Brand New Name, from time to time and (iv) in the case of any Creative that is an individual, is a United States or Canada citizen that is at least eighteen (18) years old. Brand New Name also reserves the right to withhold or forfeit payments due to any Creative if such Creative has (A) breached the Agreement or any of the other policies related to use of the Brand New Name Service or any other Services owned or operated by Brand New Name or (B) submitted Content that infringes or misappropriates the Intellectual Property Rights of any third party.

Service Interruptions and Brand New Name Service Changes

Brand New Name reserves the right to change, modify, interrupt, disable, suspend or terminate all or any portion of the Brand New Name Service without prior notice or reason. Each User hereby agrees that Brand New Name will not be liable for any interruptions, disabling, suspension or termination of the Brand New Name Service. Brand New Name reserves the right, in its sole discretion, at any time and for any reason or no reason to change, modify, interrupt, disable, suspend or terminate any portion or functionality of the Brand New Name Service and to change, modify, interrupt, disable, suspend or terminate access to any Content contained on the Brand New Name Service.

Ownership of Content

Each Contest Owner and each Creative hereby acknowledges and agrees that, subject to these Terms of Service and applicable law, Creatives may retain any and all applicable copyright and other Intellectual Property Rights with respect to any Content (including, but not limited to, Entries) created, posted or submitted by a Creative using the Brand New Name Service, to the extent such Creative has any rights in such Content (including, but not limited to, Entries) under applicable law.

Notwithstanding the foregoing, in consideration for the opportunity to receive an Award, each Creative hereby grants to the Company: (a) a royalty-free, worldwide, fully paid-up, irrevocable, non-exclusive right and license to use, reproduce, display, store and distribute via the Brand New Name Service or any of its affiliates, any Content that submitted by such Creative to the Brand New Name Service, (b) the perpetual and irrevocable right to change, modify, interrupt, disable, suspend or terminate access to any or all of the Content that such Creative submits to the Brand New Name Service, for any reason or no reason, whether intentional or unintentional, and, without any liability of any kind to you or any other party; and (c) a royalty-free, fully paid-up, perpetual, irrevocable, non-exclusive right and license to copy, analyze and use any Content submitted by such User, as the Company may deem necessary or desirable for purposes of debugging, testing and/or providing support services in connection with the Brand New Name Service. Each Contest Owner and each Creative also hereby grants to the Company a royalty-free, worldwide, fully paid-up, perpetual, irrevocable, non-exclusive, sublicensable right and license to exercise the copyright, publicity, and database rights such Contest Owner or Creative may have in its account information, including any data or other information generated by a Contest Owner's account activity or a User's account activity, in any media now known or not currently known, in accordance with our Privacy Policy as set forth at www.brandnewname.com/legal.

In the event that any Entry provided by a Creative is Selected by a Contest Owner or by the Company, if applicable, via the Brand New Name Service as a Winner, then in consideration for payment of the Award such Creative: (i) by these Terms of Service hereby irrevocably assigns to the Contest Owner posting the Contest relating to such Winner any and all Intellectual Property Rights, if any, that such Creative may have in such Entry; (ii) to the extent such Contest is not otherwise effective to fully vest in the Contest Owner all right, title and interest in such Entry such Creative hereby grants to such Contest Owner an exclusive, worldwide, perpetual, fully-paid up, royalty-free, transferable right and license, with the right to sublicense, to reproduce, publicly display, distribute, and perform, transmit, edit, modify, create derivative works of, publish, sell, exploit, use, and dispose of such Entry for any purpose and in all forms and all media whether now known or to become known in the future, the right to retain all revenue and income derived therefrom, and any and all other related rights of whatever kind or nature, but in each instance, solely to the extent of such User's Intellectual Property Rights, if any, in such Entry; and (iii) waives and agrees never to assert any and all Moral Rights such Creative may have in or with respect to any such Entry in connection with Contest Owner's use thereof, even after termination of these Terms of Service. At the request of the Contest Owner, and at no additional charge, such Creative hereby covenants and agrees to execute, acknowledge and deliver any and all documents or instruments that the Contest Owner may determine necessary, in its reasonable discretion, to fully assign any and all Intellectual Property Rights that such Creative may have in such Entry to the Contest Owner; provided, however, the licenses granted hereunder shall be effective regardless of whether any such additional documents are executed. In the event the Company is unable for any reason, after reasonable effort, to secure a Creative’s signature on any document needed in connection with the actions or grants specified herein, the Creative hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Creative's agent and attorney in fact, which appointment is coupled with an interest to act for and in such Creative’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the licenses granted hereunder with the same legal force and effect as if executed by such Creative.

Each Creative further acknowledges and agrees that any compensation that such Creative might receive as a result of submitting such Content, may be inadequate or below fair market value, and such Creative expressly agrees to bear such risk in connection with submitting Content on the Brand New Name Service.

Each Contest Owner and each Creative further understands and agrees that: (i) it is solely responsible for understanding all copyright, patent, trademark, trade secret, Proprietary Information and other Intellectual Property Rights or other laws that may apply or relate to any Content posted on the Brand New Name Service; (ii) it is solely responsible for, and the Company will have no liability in connection with, the legal consequences of any actions or failures to act on its part while using the Brand New Name Service, including without limitation any legal consequences relating to its or any other Person's Intellectual Property Rights or Proprietary Information; and (iii) Brand New Name's acknowledgement hereunder of its Intellectual Property Rights in its Content does not constitute a legal opinion or legal advice, but is intended solely as an expression of the Company's intention not to require Creatives to forego certain Intellectual Property Rights with respect to Content they submit to the Brand New Name Service, subject to the terms of these Terms of Service, including without limitation each User's agreement to assign all right, title and interest in Content as provided herein.

Brand New Name retains ownership of all Contest Owner account data and Creative account data, regardless of any Intellectual Property Rights in such Content. Each Contest Owner and each Creative agrees that even though it may retain certain copyright or other Intellectual Property Rights with respect to Content that is submitted to the Brand New Name Service, such Contest Owner or Creative does not own the account it uses to access the Brand New Name Service, nor does it own any data Brand New Name stores on servers owned or controlled by Brand New Name (including without limitation any data representing or embodying any or all of such Contest Owner's or Creative’s Content or User's Content). Intellectual Property Rights in any Content created or submitted by a Contest Owner or Creative or User, if any, do not confer any rights of access to the Brand New Name Service or any rights to data stored by or on behalf of the Company.

Trademarks

Brand New Name™ and all other Brand New Name graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trade names or trade dress (collectively, the "Marks") of Brand New Name in the U.S. and/or other countries. The Marks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion or association or affiliation with Brand New Name and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

Conduct by Users and Prohibited Conduct

Each Creative and each Contest Owner hereby agrees that it shall not:

take any action or upload, post, email or otherwise transmit to or via the Brand New Name Service any Content that infringes or violates any third party rights, including without limitation any Intellectual Property Rights, or that constitutes any other Person's Proprietary Information
impersonate any Person without their consent, including, but not limited to, a Brand New Name employee, or falsely state or otherwise misrepresent your affiliation with any Person
take any action or upload, post, email or otherwise transmit to or via the Brand New Name Service any Content that violates any law or regulation
take any action or upload, post, email or otherwise transmit to or via the Brand New Name Service any Content, as determined by Brand New Name at its sole discretion, that is harmful, threatening, abusive, offensive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, causes tort, or is racially, ethnically or otherwise objectionable
take any actions or upload, post, email or otherwise transmit to or via the Brand New Name Service any Content that contains viruses, trojan horses, worms, spyware, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
take any action or upload, post, email or otherwise transmit to or via the Brand New Name Service any Content that would violate any right or duty under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements)
upload, post, email or otherwise transmit to or via the Brand New Name Service any unsolicited or unauthorized advertising, or promotional materials, that are in the nature of "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation that the Company considers in its sole discretion to be of such nature
interfere with or disrupt the Brand New Name Service or servers or networks connected to the Brand New Name Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Brand New Name Service
attempt to gain access to any other User's account or password
stalk, abuse or attempt to abuse, or otherwise harass another User
charge any third party for use of the Brand New Name Service
modify, adapt, reverse engineer, scrape, decompile or attempt to discover the source code of the Brand New Name Service or any of its algorithms that are utilized in connection with the Brand New Name Service
use any computer programs, scripts, macros or bots or any other automated system to automatically generate or automatically submit Entries or create Contests.
take any action in respect of Selecting an Entry submitted by a Creative or cooperate with any Contest Owner in respect of Selecting an Entry with the intended effect of or for the purpose of avoiding the payment of an Award or to otherwise affect a refund or repayment of an Award.

Any violation by a Creative or a Contest Owner of the terms of the foregoing may result in immediate and permanent suspension or cancellation of such Creative or Contest Owner's account and the forfeiture of any Awards otherwise due to such Creative or Services to the Contest Owners from the Company. Creatives are prohibited from making attempts to bypass the duplicate submission detection and submission requirement restriction logic. Attempts to do so can result in a Creative account being disabled and for the User to be banned from competing on Brand New Name.

Copyright Infringement

The Company respects the Intellectual Property Rights of others and prohibits Creatives from uploading, posting or otherwise transmitting on the Brand New Name Service any materials that violate another party's Intellectual Property Rights or that constitutes another Person's Proprietary Information. Any infringing material posted by any Creative or Contest Owner can be identified and removed pursuant to Brand New Name's compliance with the Digital Millennium Copyright Act (the "DMCA"). Each Creative and each Contest Owner agrees to comply with such process in the event it is involved in any claim of copyright infringement to which the DMCA may be applicable.

Repeat Infringer Policy

In accordance with the DMCA and other applicable law, Brand New Name has adopted a policy of terminating, in appropriate circumstances and at Brand New Name's sole discretion, Users who are deemed to be repeat infringers. Brand New Name may also at its sole discretion limit access to the Brand New Name Service and/or terminate the accounts of any Users who infringe any Intellectual Property Rights or who disclose Proprietary Information of others, whether or not there is any repeat infringement or disclosure. Any Award that is or may become due from the Company to any Creative, who has submitted a Contest Entry that infringes any Intellectual Property Rights or discloses Proprietary Information of any other Person, is subject to forfeiture, at the sole discretion of the Company.

Monitoring Content

Brand New Name is not responsible or liable in any manner for any Content posted by Users on the Brand New Name Service. The Company does not control and is not responsible for any Content posted, transmitted or shared by Creatives and Contest Owners on the Brand New Name Service and is not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable Content that may be encountered by Creatives or Contest Owners on the Brand New Name Service. The Company is not responsible for the conduct, whether online or offline, of any Creative or Contest Owner on the Brand New Name Service. Brand New Name does, however, reserve the right at its discretion to remove from the Service any Content we deem offensive, obscene or otherwise inappropriate.

Disputes Between Users

As a condition of access to the Brand New Name Service, each Creative and each Contest Owner hereby release Brand New Name (and all of Brand New Name's shareholders, affiliates, directors, officers, subsidiaries, employees, and agents) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any Content submitted, stored or transported using the Brand New Name Service and any dispute a Creative or Contest Owner may have with another Creative or Contest Owner; including, without limitation, any claim that a Creative or Contest Owner or any Content submitted by a Creative or Contest Owner infringes upon any Intellectual Property Rights or constitutes another Person's Proprietary Information. Each Creative and each Contest Owner further acknowledges and agrees that: (a) Brand New Name will have the right but not the obligation to resolve disputes between or among Creatives and Contest Owners relating to the Brand New Name Service, and Brand New Name's resolution of any particular dispute shall not create an obligation to resolve any other disputes; (b) to the extent Brand New Name elects to resolve such disputes, it will do so in good faith based solely on the general rules and standards of the Brand New Name Service and will not make judgments regarding legal issues or claims; (c) Brand New Name's resolution of such disputes will be final with respect to the Brand New Name Service and any Award or Fee, or the allocation of any payments; and (d) each Creative and each Contest Owner hereby releases Brand New Name (and Brand New Name's shareholders, affiliates, directors, officers, subsidiaries, employees, and agents) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with Brand New Name's resolution of disputes relating to the Brand New Name Service.

The Company does not ensure continuous, error-free, secure or virus-free operation of the Brand New Name Service or any account and each Creative and each Contest Owner acknowledges and agrees that it shall not be entitled to make any claim based on Brand New Name's failure to provide any of the foregoing other than as explicitly provided in these Terms of Service.

All data (including, but not limited to, Entries, Contests, Content and User account information) on the Company's servers is subject to deletion, alteration, transfer and back-up by the Company at any time for any reason or no reason, in Brand New Name's sole discretion. Each User hereby acknowledges that, notwithstanding any copyright or other Intellectual Property Rights such User may have with respect to Content posted by it on the Brand New Name website, and notwithstanding any value attributed to such Content by such User or any third party, Brand New Name does not provide or guarantee, and expressly disclaims (subject to any underlying Intellectual Property Rights in the Content), any value, cash or otherwise, attributed to the data residing on the Company's servers.

Each User acknowledges and agrees that Brand New Name has the right, but not the obligation, to change, modify, interrupt, disable, suspend or terminate access to all or any portion of the Content (including Content posted or submitted by such User) in whole or in part at any time for any reason or no reason, with or without notice and without any liability of any kind.

Brand New Name provides the website, all Content and all related Services strictly on an "as is" basis, without any representations, warranties or guarantees of any kind. Brand New Name hereby expressly disclaims all representations and warranties or guaranties of any kind, written or oral, express, implied or statutory, including without limitation any implied warranty of title, noninfringement, merchantability or fitness for a particular purpose. Each User uses the Service and all Content at their own risk.

In no event shall Brand New Name or any of its shareholders, affiliates, directors, officers, subsidiaries, employees, or agents be liable to you or to any third party for any indirect, special, incidental, consequential, punitive or exemplary damages, including without limitation any damages for lost profits, arising (whether in contract, tort, strict liability or otherwise) out of or in connection with the use of the Service (including without limitation its modification or termination), your account (including without limitation its termination or suspension) or these Terms of Service, whether or not the Company may have been advised that any such damages might or could occur and notwithstanding the failure of essential purpose of any remedy. In addition, in no event will Brand New Name's cumulative aggregate liability to you for damages of any kind or nature exceed one hundred dollars (u.s. $100.00). Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is impermissible, such limitation may not apply to you.

Indemnification

Each Creative and Each Contest Owner hereby agrees to defend, indemnify and hold harmless Brand New Name, its shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors, and all other Users, from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from or related to (i) any breach of these Terms of Service by such Creative or Contest Owner, (ii) use of the Brand New Name Service by such Creative or Contest Owner or (iii) the alleged infringement or misappropriation of any Intellectual Property Right or Moral Right or the alleged misappropriation of any Proprietary Information.

Dispute Resolution; Governing Law; Venue and Jurisdiction

These Terms of Service and any dispute arising from the performance or breach hereof shall be governed by and construed and enforced in accordance with the laws of the State of California, without reference to conflicts of laws principles and excluding any application of the United Nations convention on the international sale of goods. each User (i) hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of California located in Los Angeles County and the United States District Court for the Southern District of California for the purposes of any suit, action or other proceeding arising out of this Agreement that is not subject to arbitration as provided below, (ii) hereby irrevocably agrees that all claims in respect of such suits, actions or proceedings may be heard and determined in such California State Court or, to the fullest extent permitted by law, in the United States District Court for the Southern District of California and (iii) to the extent permitted by applicable law, hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. A final judgment obtained in respect of any action, suit or proceeding referred to in this section shall be conclusive and may be enforced in other jurisdictions by suit or judgment or in any manner as provided by applicable law.

Each User hereby agrees that the sole and exclusive forum and remedy for any and all disputes and claims relating in any way to or arising out of these Terms of service or the Brand New Name site shall be final and binding arbitration, except to the extent that the Company, or a User has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's Intellectual Property Rights, then the parties acknowledge that binding arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought.

Arbitration under this Agreement shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes (the "AAA Consumer Rules") (collectively the "AAA Rules"). The location of the arbitration shall be Los Angeles, California and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). If such costs are determined to be excessive in a consumer dispute, the Company will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, no arbitration or claim under these Terms of Service shall be joined to any other arbitration or claim, including any arbitration or claim involving any other current or former User, and no class arbitration proceedings shall be permitted. in no event shall any claim, action or proceeding by you related in any way to the Brand New Name Service (including your visit to or use of the Brand New Name website) be instituted more than two (2) years after the cause of action arose.

General Provisions

The Brand New Name Service is controlled and operated by Brand New Name from its offices within the State of California in the United States of America. The Company makes no representations that any aspect of the Brand New Name Service is appropriate or available for use in jurisdictions outside of the United States. Each Creative and each Contest Owner that elects to access the Brand New Name Service from other locations is responsible for compliance with applicable local laws. All Creatives and Contest Owners must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to Brand New Name Service and its use. The Company's failure to act with respect to a breach by you or others does not waive Brand New Name's right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by Brand New Name under these Terms of Service shall be deemed effective unless delivered in a writing signed by a duly appointed officer of the Company. All or any of Brand New Name's rights and obligations under these Terms of Service may be assigned to a subsequent owner or operator of the Brand New Name Service in a merger, acquisition or sale of all or substantially all of the Company's assets. Creatives and Contest Owners may not assign or transfer these Terms of Service or any or all of their rights hereunder without the prior written consent of the Company, and any attempt to do so is void. Notwithstanding anything else in these Terms of Service, no default, delay or failure to perform on the part of Brand New Name shall be considered a breach of these Terms of Service if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of Brand New Name.

These Terms of Service set forth the entire understanding and agreement between you and Brand New Name with respect to the subject matter hereof. The section headings used herein, including descriptive headings are for convenience only and shall not affect the interpretation of these Terms of Service. If any provision of these Terms of Service shall be held by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.

Brand New Name may give notice to you by means of a general notice on the website at www.brandnewname.com by electronic mail to your email address in our records for your account, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record for your account. All notices given by you or required under these Terms of xService shall be mailed to: Brand New Name, Inc. at 8391 Beverly Blvd. #449 Los Angeles CA 90048.