Terms of use

These Terms of Use (“Terms”) govern your access to and use of BrandChef.ai, including our website, software platform, applications, artificial-intelligence-powered tools, content-generation services, and related products and services (collectively, the “Service”).The Service is provided by ReidWrite LLC, doing business as BrandChef.ai (“BrandChef,” “we,” “us,” or “our”), a Connecticut limited liability company.By creating an account, purchasing a subscription, accessing, or using the Service, you agree to these Terms and our Privacy Policy. If you are using BrandChef on behalf of a company or other organization, you represent that you have authority to bind that organization to these Terms.If you do not agree to these Terms, do not use the Service.

1. The BrandChef Service

BrandChef is an artificial-intelligence-powered marketing platform designed to help businesses develop marketing strategy, campaigns, concepts, messaging, copy, images, video, audio, social-media content, email, promotional materials, marketing calendars, and other marketing-related materials.BrandChef may analyze information supplied by you or made available through websites, social-media accounts, and other sources you authorize or direct BrandChef to analyze.The Service may use artificial intelligence, machine learning, third-party data sources, third-party APIs, and third-party AI models to analyze information and generate recommendations and content.BrandChef may add, remove, modify, or improve features of the Service from time to time.

2. Eligibility and Business Use

You must be at least 18 years old and legally capable of entering into a binding agreement to use BrandChef.If you use BrandChef on behalf of a business, organization, partnership, corporation, LLC, or other entity, you represent and warrant that you have authority to accept these Terms on its behalf.You are responsible for ensuring that your use of BrandChef complies with all laws, regulations, industry rules, and contractual obligations applicable to you and your business.

3. Your Account

Certain features of BrandChef require an account.You agree to provide accurate and current information and to keep your account information updated.You are responsible for maintaining the confidentiality of your login credentials and for activity occurring through your account.You may not share your account in a manner inconsistent with your subscription plan or permit unauthorized persons to access the Service.If you believe your account has been compromised, contact us promptly at legal@brandchef.ai.

4. Information You Provide to BrandChef

BrandChef works best when it understands your business.You may provide BrandChef with information including:your website address;business and brand information;products and services;target audiences;marketing objectives;brand positioning and personality;social-media accounts;photographs, graphics and logos;documents and marketing materials;customer or market information;campaign information;instructions, selections and feedback; andother information you choose to provide.Collectively, this is referred to as “User Content.”You retain ownership of your User Content.You grant BrandChef a non-exclusive, worldwide, royalty-free license to host, copy, process, analyze, transform, display and otherwise use User Content solely as reasonably necessary to provide, maintain, secure, support and improve the Service, subject to our Privacy Policy and applicable law.You represent that you have the rights and permissions necessary to provide User Content to BrandChef and to authorize its use as described in these Terms.

5. Website and Social-Media Analysis

BrandChef may analyze publicly available information about your business and information from websites, social-media accounts or other digital properties that you provide, connect, identify, or authorize BrandChef to analyze.This analysis may include information such as:website content;social-media posts;images and video;products and services;pricing;brand language;customer-facing messaging;promotions;positioning; andother publicly available business information.By directing BrandChef to analyze a website, social-media account, or other digital property, you represent that you have the authority to do so or that the information is publicly available and may lawfully be accessed and processed for this purpose.BrandChef does not guarantee that information obtained from third-party websites or platforms is accurate, current, complete or representative of the business.

6. AI-Generated Content

BrandChef uses artificial intelligence to assist in developing marketing strategies, recommendations, concepts, copy, images, video, audio and other materials (“Generated Content”).Artificial intelligence is probabilistic technology. Generated Content may occasionally be inaccurate, incomplete, inappropriate, unexpected, or similar to content generated for other users.BrandChef does not guarantee that Generated Content will be unique.You are responsible for reviewing and approving Generated Content before using or publishing it.In particular, you should verify:factual claims;product and service information;prices and promotional offers;statistics;testimonials;comparative claims;health, financial or other regulated claims;copyright and trademark issues;rights of publicity;required disclosures; andcompliance with applicable advertising and industry regulations.BrandChef should be treated as a marketing creation and decision-support tool, not as a substitute for your business judgment or professional legal, financial, regulatory or other advice.

7. Ownership and Use of Generated Content

As between you and BrandChef, and to the extent permitted by applicable law, you may use, reproduce, modify, publish, distribute, display and commercially exploit Generated Content created for you through your BrandChef account.BrandChef does not claim ownership of your brand, trademarks, logos or other User Content.Because artificial-intelligence systems may generate similar or identical content for different users, BrandChef cannot guarantee that Generated Content is unique or that identical or similar content will not be generated for another user.Nothing in these Terms represents or guarantees that Generated Content qualifies for copyright, trademark or other intellectual-property protection.Your rights to Generated Content are also subject to any applicable rights or restrictions associated with third-party technology, content, fonts, stock assets, music, models, APIs or other materials incorporated into or used to create the Generated Content.

8. BrandChef Intellectual Property

BrandChef and its licensors retain all rights, title and interest in and to the Service and the technology underlying it.This includes, without limitation:software;source code;interfaces;system architecture;workflows;algorithms;methodologies;databases;templates;prompt systems;decision frameworks;strategic frameworks;campaign-development systems;design systems;documentation;BrandChef trademarks and branding; andother proprietary technology and intellectual property.Your use of BrandChef does not transfer ownership of BrandChef’s underlying technology, systems or intellectual property to you.You may not copy, reverse engineer, decompile, scrape, extract, reproduce or attempt to discover the underlying source code, prompts, system instructions, models, methodologies or proprietary processes of BrandChef except where such restriction is prohibited by law.

9. Subscriptions and Payment

Certain BrandChef features require a paid subscription.Prices, features, usage allowances and subscription terms will be disclosed when you subscribe and may vary by plan.By purchasing a subscription, you authorize BrandChef and its payment processor to charge the applicable subscription fees and taxes to your selected payment method.Unless otherwise stated at checkout, subscriptions automatically renew for successive billing periods until canceled.Before you subscribe, BrandChef will disclose the price, billing frequency, automatic-renewal terms and method of cancellation. Where required by applicable law, BrandChef will obtain separate affirmative consent to automatic renewal or continuous service.BrandChef may change subscription pricing or plan features. Where required by law, we will provide advance notice before a pricing change or other material subscription change takes effect.BrandChef may establish usage limits for particular features, including AI generation, images, video, scanning, storage or other computationally intensive services.Exceeding those limits may require an upgrade, additional payment, or waiting until usage allowances reset.

10. Cancellation

You may cancel your BrandChef subscription using the cancellation method made available through your account or otherwise provided at the time of purchase.Cancellation stops future renewal charges but does not ordinarily provide a refund for amounts already paid, except where required by law or expressly stated otherwise.You will generally retain access to paid features until the end of your current paid billing period.BrandChef will provide cancellation mechanisms and renewal notifications as required by applicable law.Connecticut currently requires covered businesses to make automatic-renewal terms clear, obtain affirmative consent before charging consumers, and provide mechanisms for cancellation.  

11. Free Trials and Promotional Offers

BrandChef may offer free trials, introductory pricing or promotional subscriptions.The terms applicable to a promotion will be disclosed when you enroll.If a trial or promotional offer automatically converts to a paid subscription, BrandChef will disclose the price, timing, renewal terms and cancellation procedure before enrollment as required by applicable law.Unless you cancel before the applicable deadline, your payment method may be charged when the trial or promotional period ends.

12. Refunds

Except where otherwise stated at purchase or required by applicable law, subscription payments are non-refundable.BrandChef may, in its discretion, issue credits or refunds in individual circumstances. Doing so does not create an obligation to provide similar credits or refunds in the future.

13. Acceptable Use

You may not use BrandChef to:violate any applicable law or regulation;infringe intellectual-property, privacy, publicity or other rights;impersonate another person or business deceptively;create or distribute fraudulent or intentionally deceptive material;distribute malware or malicious code;interfere with or disrupt the Service;obtain unauthorized access to BrandChef systems;circumvent usage or security restrictions;scrape or systematically extract data from the Service;reverse engineer the Service except where permitted by law;use automated systems to access BrandChef in a manner not authorized by us;resell access to BrandChef without permission; oruse the Service in a manner reasonably likely to harm BrandChef, its users or third parties.BrandChef may suspend or terminate accounts that violate these requirements.

14. Marketing and Advertising Responsibility

BrandChef helps users create marketing. You remain the advertiser and publisher of the marketing you choose to use.You are responsible for determining whether your advertising complies with applicable laws, regulations and platform requirements.This includes, where applicable:advertising substantiation;endorsements and testimonials;promotional disclosures;sweepstakes and contests;email-marketing requirements;privacy requirements;industry-specific advertising restrictions;intellectual-property rights; andclaims concerning products and services.BrandChef does not guarantee that Generated Content will satisfy the requirements of every jurisdiction, advertising platform or industry.

15. No Guarantee of Marketing Results

Marketing results depend on numerous factors outside BrandChef’s control.BrandChef therefore does not guarantee any particular:revenue;sales;leads;customer acquisition;conversion rate;engagement;social-media following;search ranking;advertising performance;return on advertising spend; orother business outcome.Examples, forecasts, benchmarks, recommendations and projections provided through the Service are informational and are not guarantees of future performance.

16. Third-Party Services

BrandChef may rely on or integrate with third-party technology and services, including artificial-intelligence providers, hosting providers, social networks, analytics services, payment processors and other technology platforms.Your use of certain third-party services may also be governed by those providers’ terms and privacy policies.BrandChef is not responsible for the availability, performance, policies or actions of third-party services outside BrandChef’s control.A third party may modify, restrict or discontinue technology on which a BrandChef feature depends. This may cause BrandChef to modify, suspend or discontinue the affected feature.

17. Beta and Experimental Features

BrandChef may make beta, preview, experimental or early-access features available.Such features may:contain errors;operate differently than expected;change substantially;be subject to additional usage limitations; orbe discontinued without notice.Beta and experimental features are provided on an “as available” basis.

18. Feedback

If you provide suggestions, ideas or feedback concerning BrandChef, you grant BrandChef the right to use that feedback without restriction or compensation.This provision does not give BrandChef ownership of your User Content, brand or Generated Content.

19. Privacy

BrandChef’s collection, use and handling of personal information is governed by our Privacy Policy.By using BrandChef, you acknowledge that information may be processed by third-party service providers as necessary to operate the Service.The Privacy Policy should identify the categories of information collected, purposes of processing, relevant third-party service providers, retention practices and rights available under applicable privacy laws.

20. Confidentiality

BrandChef will take commercially reasonable measures to protect non-public User Content in accordance with its Privacy Policy and applicable law.You acknowledge, however, that no internet-based service or electronic storage system can guarantee absolute security.You should not provide BrandChef with information that you are not authorized to disclose.

21. Copyright Complaints

BrandChef respects intellectual-property rights.If you believe material available through BrandChef infringes your copyright, please contact:legal@brandchef.aiYour notice should identify the copyrighted work, the allegedly infringing material, your contact information, and other information reasonably necessary for BrandChef to evaluate the complaint.BrandChef may remove or restrict access to material it reasonably believes infringes third-party rights.

22. Suspension and Termination

You may stop using BrandChef at any time.BrandChef may suspend or terminate access to the Service if we reasonably believe that:you have materially violated these Terms;your use creates a security risk;your use may violate applicable law;payment is overdue;your activity could harm BrandChef or another party; orsuspension is necessary to protect the integrity of the Service.Where reasonably practicable, BrandChef may provide notice and an opportunity to cure a violation before terminating an account.Upon termination, provisions that by their nature should survive termination will remain in effect, including intellectual-property provisions, disclaimers, limitations of liability, indemnification and dispute provisions.

23. Service Availability

BrandChef aims to provide a reliable service but does not guarantee uninterrupted or error-free operation.The Service may occasionally be unavailable because of maintenance, upgrades, internet failures, third-party outages, AI-provider outages, security incidents or circumstances beyond our reasonable control.We may modify or discontinue features where reasonably necessary to operate, improve or protect the Service.

24. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND GENERATED CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.”BRANDCHEF DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.BRANDCHEF DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE, OR THAT GENERATED CONTENT WILL BE ACCURATE, COMPLETE, UNIQUE OR SUITABLE FOR ANY PARTICULAR PURPOSE.Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded.25. Limitation of LiabilityTO THE MAXIMUM EXTENT PERMITTED BY LAW, BRANDCHEF, REIDWRITE LLC, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AFFILIATES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA OR LOSS OF GOODWILL ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE.TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRANDCHEF’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF:(A) THE AMOUNT YOU PAID BRANDCHEF DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
(B) $100.Some jurisdictions do not allow certain exclusions or limitations of liability, so portions of this section may not apply to you.

26. Indemnification

To the extent permitted by law, you agree to indemnify, defend and hold harmless ReidWrite LLC, BrandChef, and their officers, directors, employees, contractors and affiliates from claims, damages, liabilities, costs and reasonable attorneys’ fees arising from or relating to:your User Content;your use or publication of Generated Content;your violation of these Terms;your violation of applicable law; oryour infringement or violation of another person’s rights.BrandChef will provide reasonable notice of any claim subject to indemnification and reasonably cooperate in its defense.

27. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY.Before commencing formal legal proceedings, you and BrandChef agree to attempt in good faith to resolve any dispute informally.A party initiating a dispute should provide written notice describing the dispute and requested resolution.Notices to BrandChef should be sent to:legal@brandchef.aiThe parties will have at least 30 days from receipt of the notice to attempt to resolve the dispute informally.If the dispute cannot be resolved, either party may pursue the remedies available under applicable law, subject to the governing-law and jurisdiction provisions below.Optional Arbitration ProvisionI would have BrandChef’s attorney make the final call on mandatory arbitration and a class-action waiver before adding them.For a company at BrandChef’s stage, I would rather leave those provisions out of the public draft than insert aggressive competitor boilerplate without considering enforceability, cost, consumer-versus-business customers and the jurisdictions in which BrandChef expects to operate.

28. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Connecticut, without regard to its conflict-of-law principles.Unless applicable law provides otherwise, disputes arising from these Terms or the Service that are not otherwise subject to an agreed dispute-resolution procedure will be brought in the state or federal courts having jurisdiction in Connecticut, and you and BrandChef consent to the jurisdiction of those courts.Nothing in this section limits rights that applicable consumer-protection law requires to be governed by another jurisdiction.

29. Changes to These Terms

BrandChef may update these Terms from time to time to reflect changes to the Service, applicable law, business practices or technology.When we make material changes, we will provide notice where required by law.The updated Terms will identify the date they became effective.If a change requires affirmative consent under applicable law, continued use alone will not substitute for that consent.

30. Electronic Communications

You agree that BrandChef may provide notices and communications electronically, including by email, through your account, or through the Service.Electronic notices satisfy any legal requirement that communications be provided in writing to the extent permitted by law.

31. Assignment

You may not assign or transfer these Terms without BrandChef’s prior written consent.BrandChef may assign these Terms in connection with a merger, acquisition, financing, corporate reorganization, sale of assets or similar transaction, subject to applicable law.

32. Severability

If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed.The remaining provisions will continue in effect.

33. No Waiver

BrandChef’s failure to enforce a provision of these Terms does not waive its right to enforce that provision later.

34. Entire Agreement

These Terms, together with the Privacy Policy and any additional terms expressly applicable to a particular BrandChef service or subscription, constitute the agreement between you and BrandChef concerning your use of the Service.They supersede prior agreements concerning the same subject matter, except for a separately executed written agreement between you and ReidWrite LLC.

35. Contact

Questions concerning these Terms may be directed to:BrandChef.aiReidWrite LLCEmail: legal@brandchef.ai