EFFECTIVE AS OF JULY 24TH 2017
The term “Website” means Brixn websites at www.brixn.com.au, the Application available on Apple “App-Store” and Google “Playstore” (collectively, our “Website”). The term “Website” does not include any websites or applications offered by our service providers; including but not limited to Building & Pest, Conveyancing and Brokers. The Website provides several types of resources, including one or more of the following: areas to interact with the Website and the user community such as information modules, user ratings, user reviews, and other related interactive and social media features (collectively, the “Community Services”); information, software, text, displays, images, video, and user interfaces included in or generated by the Website, and the design, selection and arrangement thereof (collectively, the “Website Content”); product specifications and product documentation (collectively, “Documentation”); software such as application program interfaces, update sets, development tools, code snippets and sample code, not including Apps (defined below), published by Brixn to permit customization and configuration of Brixn Products (collectively, “Development Tools”).
Brixn provide all information found on this website as general information only. To the maximum extent permitted by applicable laws, you agree to defend, indemnify and hold Brixn harmless from any impacts led to from the information held within the Website. The information provided on this website is general information only and is not to be interpreted as advice. Brixn and its related entities do not provide property investment advice in any capacity to clients.
Any information prepared is for general information purposes only and has been prepared without taking into account your personal objectives, financial situation or needs. Before acting on any information you should consider the appropriateness of the information, having regard to your own objectives, financial situation and needs.
We reserve the right to terminate or modify the Website including any of its content, in whole or in part, in any manner in our sole discretion, without notice. We will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to all or part of the Website to registered users or another subset of users. You are solely responsible for making all arrangements necessary for you to access the Website.
In additional, we reserve the right to terminate or modify any users access to the website should it be misused, involved in illegal activities or any other indiscretions considered by Brixn to require disqualification.
2. Use of the Website
CODE OF CONDUCT
You agree to comply with the following code of conduct in your use of the Website:
- Be polite and courteous. Respect and treat others as you would expect to be treated yourself.
- Respect your audience. Posts should not upset, annoy, threaten, harass, abuse or embarrass other members.
- User Contributions may not include material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
- Lively and collegial discussions are always encouraged in a healthy community. It is okay to argue facts but not okay to argue personalities or personal beliefs.
- Do not use text formats such as all caps or bold that may be read as annoying, rude or send a strong message.
- Avoid using abbreviations or terminology that others may not understand. An abbreviation may mean something to you but in another context or country, it may have another meaning.
- Be accountable for your actions by correcting your mistakes and indicating where you have changed a previous post of yours.
You agree not to access or use the Website in any manner:
- That violates any applicable federal, state, local or international law or regulation, or advocates, promotes or assists in any unlawful act, constitutes an illegal threat or violates export control laws.
- To transmit or introduce offensive materials, including those involving profanity, violence, sexual conduct, pornography or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- To monitor or attempt to gain unauthorized access to: (a) an account or computer not belonging to you; (b) any data, information or communications on any network or system not owned by you, without authorization; (c) any system or network user accounts or passwords of other users, without authorization; or (d) e-mail addresses, screen names or other identifiers without the consent of the person identified (including, without limitation, phishing, password robbery, spidering and harvesting).
- That is false, deceptive, misleading or fraudulent, including but not limited to: (a) any attempt to impersonate any person or entity, including any other user, Brixn or a Brixn employee; (b) to misrepresent your identity or affiliation with any person or organization; and (c) any attempt to give the impression that you are posting materials from any person or entity other than yourself if that is not the case, including but not limited to altering your IP source address. For the purposes of recruiting, advertising, solicitation or commercial activities of any kind without the express written consent of Brixn, including, but not limited to: (a) promotions, contests, sweepstakes, barter, advertising or pyramid schemes; and (b) the transmission of, or procurement of sending, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
- To monitor or copy materials on the Website for any unauthorized purpose or access the Website via any automatic device, process or means of access such as a robot or spider.
- That may have a detrimental effect on the Website’s function, user interaction or security, including but not limited to: (a) gaining unauthorized access to, or attempting to compromise the security of, any network, system, computing facility, equipment, data or information; (b) attempting to intercept, redirect or otherwise interfere with communications intended for others; (c) disabling, damaging, overburdening or impairing the Website or any server, computer or database connected to or accessed by the Website; (d) modifying, blocking or otherwise interfering with the display of the Website; (e) interfering with another user’s ability to access, use and enjoy the Website; (f) accessing another user’s registration information or user account without that user’s express written permission; (g) transmitting or introducing any malicious or technologically harmful element to the Website such as a spyware program, virus, Trojan horse, worm or logic bomb; (h) performing, without Brixn’s express prior written authorization, scalability testing, load testing, probing, scanning, penetration or vulnerability testing of the Website, including without limitation the Community Services; and (i) engaging in any activities that results in any server being the target of a denial of service attack.
NOTIFICATION OF VIOLATION
We may, but are under no obligation to, monitor or censor comments made by users or content provided by contributors and we are not responsible for the accuracy, completeness, appropriateness or legality of anything posted, depicted or otherwise provided by third-party users and we disclaim any and all liability relating thereto.
3. Payments and Rights
Brixn does not accept any liability for payment or accept payment to the following, without limitations:
1) Service Providers
a. To be invoices in line with the service agreement agreed to by all service providers marketed on Brixn websites
a. To be invoiced in line with standard payment terms by individual service providers
APP RIGHTS AND RESTRICTIONS
The following terms shall apply to your use of Apps from Store and Share, in addition to other limitations and disclaimers provided herein:
Restrictions on Use of Store and Share Contributions. Notwithstanding any contrary term or condition in any App Conditions, you may not: (a) transfer, sublicense, distribute or otherwise provide a third-party access an App; (b) use an App to develop a product that is operable apart from the Brixn platform; (c) use APIs other than the Brixn APIs provided on the Brixn website to communicate with the Brixn Products, or circumvent such APIs or otherwise use APIs that diminish Brixn ability to isolate errors when providing customer support; or (d) use an App other than in connection with a Brixn Product that you are permitted to use under a separate Subscription Agreement.
Certification. The Website will be secured and certified by a 3rd party SSL Certificate. This certificate of security will be available for users to view.
Disclaimer of Support, Indemnification and Security. Your use of an App, or incorporation of an App into any Brixn Product constitutes a modification or customization of that Brixn Product by you for purposes of any Subscription Agreement or other agreement between you and Brixn relating to the Brixn Product, and such customization or modification (or malfunction or loss of function caused thereby) shall not be subject to any warranty under a Subscription Agreement. You are not entitled to support, service credits, refunds, service level agreement or other service entitlements under any Subscription Agreement or other agreement of any kind with respect to your use of any App except as expressly granted by us in any App Conditions. Indemnification or security obligations imposed on us in a Subscription Agreement shall not apply to Apps that you implement or use in connection with a Brixn Product.
Except as otherwise provided in any App Conditions, the App contributor does not provide support, whether that contributor is us or a third-party user of the Website. To create an environment in which users are encouraged to contribute materials for discussion and testing by other users, refrain from making demands for support to the originator of the content.
Disclaimer of Contributor Liability. You must review and thoroughly test in a non-production environment any App prior to its use in any production instance of the Brixn Products. You agree that you bear all risks associated with using any App.
EXCEPT FOR LIABILITY TO BRIXN OR AS EXPRESSLY PROVIDED OTHERWISE IN ANY APPLICABLE APP CONDITIONS, IN NO EVENT SHALL ANY CONTRIBUTOR HAVE ANY LIABILITY OR RESPONSIBILITY HEREUNDER TO YOU OR ANY OTHER PERSON FOR ANY LOSSES OR DAMAGES WHATSOEVER ARISING OUT OF THE WEBSITE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, COVER, OR DAMAGES BASED ON LOST PROFITS, DATA, OR USE, HOWEVER CAUSED AND WHETHER IN CONTRACT, IN TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SERVICENOW OR THE THIRD-PARTY ORIGINATOR OF THE APP REVIEWED, MODERATED, COMMENTED ON OR PROMOTED SUCH APP.
No Warranty to User. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN ANY APPLICABLE WEBSITE CONDITIONS, WEBSITES ARE PROVIDED TO YOU “AS-IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH USER OF THE WEBSITE MAKES NO REPRESENTATION, WARRANTY OR GUARANTY, EXPRESS, STATUTORY OR IMPLIED TO YOU OR ANY OTHER PERSONS TO THE RELIABILITY, USEFULNESS, COMPLETENESS, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY OR ACCURACY OF THE WEBSITE. NO USER WARRANTS THAT ALL OR ANY PORTION OF THE WEBSITE IS ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION. WITHOUT LIMITING THE FOREGOING, AND TO THE FULLEST EXTENT PERMITTED BY LAW, EACH USER SPECIFICALLY DISCLAIMS ALL STATUTORY OR OTHER WARRANTIES INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
4. Posting Apps
NEGATIVE IMPACTS AND REMOVAL
SEPARATE AGREEMENT REQUIRED
You represent and warrant that you own or otherwise rightfully possess all intellectual property and other rights necessary to allow you to grant access to or license (as applicable) to any App that you post to the Store.
If your App interferes with our ability to provide our commercially available products and services to our customers in accordance with the support and service availability, without a promptly accessible cure deemed acceptable by us, we may immediately discontinue your ability to make the App available to Brixn Customers in our sole discretion.
Any App that you create must be compatible with applicable Brixn Products and must not: (a) permit a user to pose as another user or multiple users to act as a single user; (b) include, send, store, or run software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (c) access, copy, destroy or transmit data regarding any user or device in excess of what is described in the accompanying documentation; (d) create a denial of service; (e) violate any law or regulation of Australia, any state thereof, or other government authority; or (f) disable, exploit, hack, or otherwise interfere with any security, encryption, digital signing, digital rights management, verification, or authentication mechanisms implemented in or by the Brixn Products.
OBLIGATIONS UNDER THIRD-PARTY AGREEMENTS
If you have obligations to any third party (for example, under the terms and conditions of a social networking service that you choose to link to or access via your App), you and not us are responsible for your compliance with those requirements.
WARRANTY TO BRIXN
You represent, warrant and agree that: (a) your App will not violate or infringe upon the intellectual property rights or other rights of any person or entity, contain any illegal or defamatory material, or violate any laws; (b) with respect to any content contained in or provided through your App and the use of your Brixn Products, you have and will continue to be solely responsible for (i) securing, reporting, and maintaining all necessary rights, clearances, and consents related thereto; and (ii) paying all licensing fees, royalties, or respective shares, if any, of any monies payable hereunder to any co-owners, co-administrators, or licensors thereof; (c) your App conforms with the requirements of this Section; (d) you have complied with all of your obligations with respect to any third-party software in your App, including, but not limited to, any notice and source code availability obligations that may be required by any applicable free or open source software (“FOSS”) used by you; (e) the licensing terms for any FOSS included with your App will not purport to require Brixn or any Brixn customer to disclose or make available any of the keys, authorization codes, methods, procedures, data, or other information related to the digital signing or digital rights management mechanisms utilized as part of the Brixn Products, Development Tools, Store, Share or any third-party products distributed through the Brixn Products; and (f) you shall not make any promise, warranty or representation on behalf of Brixn with respect to Apps that you post.
You and your Apps may not collect user or device data without prior user consent, and then only to provide a service or function that is directly relevant to the use of your App. You may not use analytics software in your App to collect and send device data to you or a third party. You must provide clear and complete information to your customer regarding your collection, use and disclosure of user or device data in advance of and during, that customer’s use. Furthermore, you must take appropriate steps to protect such data from unauthorized use, disclosure, or access by third parties. If a user ceases to consent or affirmatively revokes consent for your collection, use, or disclosure of his or her user or device data, you must promptly cease all such use. You may not disclose Brixn customer data to any third party or use such data for any purpose other than to provide to provide the customer with the functionality of your App. You shall maintain and use all Brixn customer data in accordance with privacy and security reasonably adequate to preserve its confidentiality and security and all applicable data privacy and data security laws and regulations.
We, or a third party selected by us, may conduct a security review of any App, including without limitation, information requests to the contributor, interviews, security testing, network testing, and vulnerability threat assessment. You agree to reasonably cooperate with such testing, and further you agree that Brixn, its agents or contractors conducting the testing shall bear no responsibility for any adverse effects on the operation of your App or business. Any nonpublic information obtained by us during any security test shall be treated as your confidential information.
You represent, warrant and agree that you will comply with any applicable regulatory requirements, including full compliance with all applicable laws, regulations, and policies related to the development, marketing, sale, and distribution of your App, and the laws, regulations and policies of any other applicable regulatory bodies in any countries or territories where you use, sell, distribute or otherwise make your App available. However, you agree that you will not seek any regulatory marketing permission or make any determinations that may result in the Brixn being deemed regulated or that may impose any obligations or limitations on us. Upon our request, you agree to promptly provide any such clearance documentation to support the marketing of your App.
In addition to your indemnification obligation to Brixn provided below, you agree to indemnify and hold each other user and its officers, agents, employees, subsidiaries and affiliates harmless from any claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from any claim made by any third party arising out of the Apps posted by you, including but not limited to claims that such App or its use violates any rights of a third party.
5. Intellectual Property
BRIXN CORE TECHNOLOGY
As between you and Brixn, you shall retain all rights, title, and interest in and to its intellectual property rights in the electronic data uploaded by you (excluding Brixn Core Technology), and User Technology. You hereby grant to Brixn a perpetual, irrevocable, royalty-free, fully-paid, sublicensable, transferable, non-exclusive, worldwide license to copy, distribute, modify, make derivative works of, publicly display, publicly perform, make, use, sell, translate and disclose to third parties any User Technology or data uploaded by you in the Non-Production Instance solely for the purpose of providing the Non-Production Instance to you. As used herein, “User Technology” means software, methodologies, templates, business processes, documentation or other material authorised, invented or otherwise created or licensed (other than by or from Brixn) by you using or for use with the Non-Production Instance, excluding the Brixn Core Technology.
If you use Development Tools to create software that communicates or otherwise interoperates with Brixn, you agree that such software will exclusively use the Brixn APIs provided with the Development Tools to communicate with Brixn. You agree that such software shall not circumvent these APIs or otherwise use APIs that diminish Brixn’s ability to isolate errors when providing customer support. Development Tools are proprietary information of Brixn. You shall not distribute Development Tools to any third party and will not use the Development Tools to develop any software product that is operable apart from the Brixn platform.
No rights are granted to you with respect to User Contributions (not including Apps, which are treated as described above) other than the limited, personal, non-exclusive license to reproduce User Contributions as necessary to display the User Contributions on a machine that you use to interact with the Website.
THIRD PARTY CONTENT
Third-party materials and free and open source software (not including Apps) (“FOSS”) provided by us to you may be accompanied by licensing terms, in which case such licensing terms shall govern your use of that third-party software or FOSS. Mention of third parties and third-party products in any materials, advertising, promotions or coupons provided to you is for informational purposes only and constituters neither an endorsement nor a recommendation. All third-party product specifications and descriptions are supplied by the respective vendor or supplier, and Brixn shall have no responsibility with regard to the selection, performance or use of such vendors or products. To the extent you access or use such software, all understandings, agreements or warranties, if any, shall be directly between the vendor and you.
Brixn Core Technology is licensed and not sold even if for convenience Brixn makes reference to words such as sale or purchase.
You shall not (and shall not permit others to) do any do any of the following with respect to the Website or Brixn Core Technology: (a) license, sublicense, sell, resell, rent, lease, transfer, distribute or time share it or otherwise make any of it available for access by third parties, including any derivative works of Brixn Core Technology irrespective of which party authors such derivative works; (b) use it on a production basis or with production data or use it to provide services to others including services of implementation, customization or configuration of the Subscription Service; (c) disassemble, decompile or reverse engineer it, particularly for the purpose of developing any product or services competitive with the Subscription Service generally; (d) subject to the preceding clause, use or access it for the purpose of developing products or service competitive with the platform component of the Subscription Service (competitive applications, however, are permitted); (e) copy, create derivative works of, or otherwise modify it, except as expressly permitted hereunder; (f) disrupt its security, integrity or operation; (g) remove or modify a copyright or other proprietary rights notice in it; (h) use it to reproduce, distribute, display, store, transmit or use material or content protected by copyright or other intellectual property right (including the rights of publicity or privacy) without first obtaining the permission of the owner; (i) use it to damage the property of another; (j) use it in any manner which violates any applicable law or regulation; (k) use it in a manner that temporarily or permanently alters, erases, removes, copies, modifies, halts or disables any Brixn or third-party data, software or network (not including modifications to the Configurable Elements or any data uploaded into the Subscription Service by Participant) without authorization; (l) use it to create, use, send, store or run viruses or other harmful computer code; (m) use it in any manner that disables, hacks or interferes with any security, digital signing, digital rights management, verification or authentication mechanisms; or (n) use it in any manner that, in Brixn’s reasonable judgment, circumvents the ordinary use or operation of the Subscription Service or APIs, disrupts Brixn’s pricing structure or ability to provide services or support to Customers, or allows any party to access Brixn Technology in excess of such party’s authorized or normally intended use.
Before Participant exercises any of the foregoing actions that Participant believes it is entitled to based on mandatory law, Participant shall provide Brixn with thirty (30) days prior written notice at [email protected] or, if applicable law or the relevant court order does not allow for thirty (30) days’ notice, the maximum amount of notice allowable, and provide all reasonably requested information to allow Brixn to assess Participant’s claim and, at Brixn’s sole discretion, to provide alternatives that reduce any adverse impact on Brixn’s intellectual property or other rights.
LINKING TO THE WEBSITE
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You are prohibited from linking to any other page of the Website without our express written permission. We reserve the right to withdraw linking permission without notice. The Website must not be framed on any other site, nor may you create a link to any part of the Website other than the homepage. You must not establish a link from any website that is not owned by you. You agree to cooperate with us in stopping any unauthorized framing or linking.
LINKS FROM THE WEBSITE
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links from advertisers, including banner advertisements. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the applicable terms and conditions of use for such websites.
7. Monitoring, Enforcement and Feedback
Brixn has the right but not the obligation to:
- Disclose your identity to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
Without limiting the foregoing, Brixn has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD BRIXN HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY BRIXN DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER BRIXN OR LAW ENFORCEMENT AUTHORITIES.
Brixn can neither review all material before it is posted on the Website nor ensure prompt removal of objectionable material after it has been posted and assumes no liability for any action or inaction regarding transmissions, communications or content provided by any user or third parties. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this paragraph.
FEEDBACK & SUGGESTIONS
Direct feedback, comments, suggestions, requests for support and other communications relating to the Website to: [email protected]. Brixn shall have a perpetual, irrevocable, royalty-free, fully-paid, sublicensable, transferable, non-exclusive, worldwide license to make, use, sell, offer for sale, import or otherwise use or commercially exploit for any purpose, any feedback, and suggestions for improvements or enhancements to the Website
8. Legal Considerations
You agree that the configuration and information contained in a Non-Production Instance, Apps and any information provided to you in connection with a Brixn event will be considered and referred to as “Brixn Confidential Information”). Notwithstanding the foregoing, Brixn Confidential Information shall not include: (a) information that is generally and legitimately available to the public through no fault or breach of yours; (b) information that is generally made available to the public by us; (c) information that is independently developed by you without the use of any Brixn Confidential Information; (d) information that was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation; or (e) any third-party software and/or documentation provided to you by us and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation.
Unless otherwise expressly agreed or permitted in writing by Brixn, you agree not to disclose, publish, or disseminate any Brixn Confidential Information to anyone. You agree not to use Brixn Confidential Information in any way, including, without limitation, for your own or any third party’s benefit without the prior written approval of an authorized representative of Brixn in each instance. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Brixn Confidential Information. You acknowledge that unauthorized disclosure or use of Brixn Confidential Information could cause irreparable harm and significant injury to Brixn that may be difficult to ascertain. Accordingly, you agree that we will have the right to seek immediate injunctive relief to enforce your obligations under this Agreement in addition to any other rights and remedies we may have. If you are required by law, regulation or pursuant to the valid binding order of a court of competent jurisdiction to disclose Brixn Confidential Information, you may make such disclosure, but only if you have notified us before making such disclosure and have used commercially reasonable efforts to limit the disclosure and to seek confidential, protective treatment of such information. A disclosure pursuant to the previous sentence will not relieve you of your obligations to hold such information as Brixn Confidential Information.
WAIVER AND SEVERABILITY