Home
Like us on Facebook Follow us on Twitter Follow us on LinkedIn

Terms of Use

EFFECTIVE AS OF JULY 24TH 2017

1. Acceptance of the Terms of Use

The following terms and conditions, together with any referenced documents (collectively, “Terms of Use”) are a legal agreement between you and your employees, agents, contractors and any other entity on whose behalf you accept these terms (collectively, “you” and “your”), and Brixn Pty Ltd.

IMPORTANT: THESE TERMS OF USE FORM A BINDING CONTRACT BETWEEN YOU AND US WHEN ACCEPTED BY YOU. YOU ACCEPT THESE TERMS OF USE BY (1) ACCESSING OR USING THE WEBSITE, (2) INDICATING ACCEPTANCE OF THESE TERMS WHEN THEY ARE PRESENTED ONLINE, SUCH AS BY CHECKING A BOX CAPTIONED WITH ACCEPTANCE LANGUAGE OR CLICKING AN ICON BEARING AN “ACCEPT” OR SIMILAR LEGEND OR BY OTHERWISE ELECTRONICALLY SIGNING THIS AGREEMENT; OR (3) EXERCISING OR PURPORTING TO EXERCISE ANY OF THE RIGHTS GRANTED TO YOU UNDER THESE TERMS OF USE. THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS AUTHORITY TO REPRESENT THE ENTITY AND COMMIT FUNDS ON ITS BEHALF. IF YOU DO NOT AGREE TO THESE TERMS OF USE, WE WOULD ADVISE NOT TO YOU THE WEBSITE.

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”).

Your right to use of the Website, including, Website Content, Documentation, Development Tools, Service providers and Non-Production Instances, is subject to and conditioned on your acceptance of these Terms of Use.

We may revise and update these Terms of Use from time to time in our sole discretion. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. All material changes apply prospectively only. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. When accepted by you, the revised Terms of Use automatically revoke any license or other rights that we granted to you under the prior version.

Personally identifiable information collected about you by this Website is treated in accordance with the Privacy Policy, which is hereby incorporated into these Terms of Use by reference. If you do not agree to these Terms of Use or the Privacy Policy, we advise you to exit the Website.

 

CONTENT

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.

 

ACCESS

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.

 

ACCOUNTS

To access portions of the Website or certain resources, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website, and you hereby represent and warrant, that you are of the legal age of majority in the jurisdiction in which you reside and that all information you provide is correct, current and complete. If you choose, or you are provided with, a user name, password or other information as part of our security procedures, you must treat such information as confidential and you must not disclose it to any third party. You agree that you are solely responsible to us for all activities identified with your account. You agree to immediately notify Brixn of any unauthorized use of your user name or password or any other breach of security. You must logout from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. Brixn has the absolute right to disable any user name or password, at any time, for any reason, including, if in our sole discretion we believe that you have failed to comply with any provision of these Terms of Use.

 

2. Use of the Website

POSTING

You and other third-party users of the Website may be permitted to post, submit, contribute, publish, display, make available or transmit to others (hereinafter, “post”) content, materials or hosted applications (collectively, “User Contributions” and together with contributions officially posted by Brixn, “Contributions”) on or through the Website. Posting permits our customers, partners, developers, prospective customers, employees, Service providers and other interested parties to share information, exchange ideas, expertise and experience, ask questions, provide solutions, share technology advances and obtain product information. To foster a vibrant, thriving, and friendly community, we may enforce standards for appropriate content and prohibit uses antithetical to the intended community environment. User Contributions are considered non-confidential and non-proprietary, and you hereby grant to Brixn a perpetual, irrevocable, royalty-free, fully-paid,  ublicensable, 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 Contributions that you post for any purpose. We are under no obligation to post or use any User Contributions, and reserve the right to edit or remove User Contributions that violate these Terms of Use in our sole discretion.

You are solely responsible for any User Contribution that you post, including its legality, reliability, accuracy and appropriateness. Brixn is not responsible for (and has no liability with respect to) any User Contribution. You represent and warrant that you own or control all rights in and to the User Contributions that you post and have the right to grant Brixn and its affiliates the license granted above. You represent and warrant that all of your User Contributions do and will comply with these Terms of Use, and you agree to defend, indemnify and hold Brixn and its affiliates and licensors harmless for any breach of that representation and warranty. Opinions expressed in User Contributions are those of the party posting the User Contribution and do not necessarily reflect the opinion of Brixn.

 

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.

 

PROHIBITED USES

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.
  • That violates the rights of any person or entity that may give rise to civil or criminal liability under applicable laws or regulations applicable to you, another user, and/or Brixn, including violation of privacy or publicity rights, infringement of any copyright, patent, trademark, trade secret or other intellectual property right, or conflicts with these Terms of Use or the Privacy Policy.
  • 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

If you become aware of any violation of these Terms of Use by any person, including other users or third parties, you must immediately notify Brixn via e-mail to [email protected] Brixn Disclaimer.

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

2) Customers

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

Brixn reserves the right to remove any posted App or terminate access to an App (including a Store App) that, in Brixn’s sole discretion: (a) deteriorates Brixn’s ability to meet its service level agreement; (b) is relevant to an obsolete version, in Brixn’s discretion; (c) interferes with Brixn’s ability to provide its commercially available products and services in accordance with Brixn’s standard support and service availability terms without a promptly accessible cure deemed acceptable by Brixn; (d) is subject to the contributor’s request for removal; (e) was contributed by a user that is not in compliance with these Terms of Use or other agreement; or (f) violates these Terms of Use.

 

SEPARATE AGREEMENT REQUIRED

You may not grant or purport to grant (and nothing in these Terms of Use shall be construed as granting or authorizing you to grant) any license or other right under or to any copyright or other intellectual property right of Brixn or any other party whose software, data, proprietary information, patentable invention or other subject matter is included in or required to use your website (regardless of whether Brixn or such other person licensed, permitted, encouraged or otherwise authorized you to include or use such subject matter). You shall not assert any patent right against Brixn or any third-party user based on an alleged infringement that is caused in whole or part by their authorized use of any App that you created or posted to the Store.

 

THIRD-PARTY MATERIALS

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.

 

SERVICE INTERFERENCE

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.

 

COMPATIBILITY

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.

 

DATA COLLECTION

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.

 

PRIVACY POLICY

You agree that any Personal Information that you collect from a third party in relation to your App will be collected, processed, transmitted, maintained, and used in compliance with: (a) your agreement with such user; (b) all applicable laws; and (c) a privacy policy that you conspicuously make available to such user that governs your collection of Personal Information from such user (your “Privacy Policy”). You shall comply with the terms and conditions of your Privacy Policy and employ reasonable measures to ensure that unauthorized third parties are unable to access such Personal Information or other end user data. You are solely responsible for your interactions (including any disputes) with each user of your App. Neither you nor your App may perform any functions or link to any content, services, information, or data, or use any robot, spider, site search, or other retrieval application or device to scrape, mine, retrieve, cache, analyze, or index any software, user data, Personal Information, or other information related to operation or use of the Brixn Products, except to the limited extent necessary to provide your App and your related services to end users and in accordance with your Privacy Policy. “Personal Information” means any and all information pertaining to a specific person, including, but not limited to, a person’s name, e-mail address, mailing address, telephone number, or persistent identifier (such as an identification number held in a cookie) which is associated with a person’s individually identifiable information. Personal Information also includes information that can, together with the other information collected or to be collected, identify a specific individual, even if such information cannot, by itself, identify a specific individual.

 

SECURITY REVIEW

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.

 

REGULATORY COMPLIANCE

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.

 

INDEMNITY

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

WEBSITE

The Website in its entirety including the, Website Content is owned by Brixn or our licensors and is protected by Australian and international laws regarding copyrights, patents, trademarks, trade secrets and other intellectual property or proprietary rights. You are permitted to use the Website only for legitimate purposes related to your role as a current or prospective customer, Service provider, partner, supplier or distributor of Brixn. You shall not copy, modify, create derivative works of, publicly display or perform, republish, download or store, or transmit any Website Content without Brixn express prior written consent or except as expressly provided in these Terms of Use.

 

BRIXN CORE TECHNOLOGY

As between Brixn and you, all rights, title, and interest in and to all intellectual property rights in the Brixn Core Technology are owned exclusively by Brixn notwithstanding any other provision in these Terms of Use. Except as otherwise expressly provided in these Terms of Use, Brixn reserves all rights in the Brixn Core Technology and does not grant you any rights, express or implied or by estoppel. As used herein, “Brixn Core Technology” means: (a) the Non-Production Instance, Development Tools, Documentation and Brixn technology and methodologies (including, without limitation, products, software tools, hardware designs, algorithms, templates, software (in source and object forms), architecture, class libraries, objects and documentation) existing as of the Effective Date; (b) updates, upgrades, improvements, configurations, extensions, and derivative works of the foregoing, however made, and related technical or end user documentation or manuals; and (c) intellectual property anywhere in the world relating to the foregoing.

 

USER 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.

 

DEVELOPMENT TOOLS

Development Tools available for download are the works of Brixn and/or third-party providers. Subject to these Terms of Use, we grant you a limited, revocable, non-transferable, non-exclusive and non-sublicenseable license to reproduce and use the Development Tools for your own internal business use, solely to evaluate Brixn. If there are license terms accompanying any specific Development Tool, such accompanying license terms shall control over these Terms of Use. Brixn has no obligation to provide support services for, or updates to, the Development Tools.

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.

 

DOCUMENTATION

The Documentation available on the Website is the work of Brixn and/or third-party providers. Subject to these Terms of Use, we grant you a limited, revocable, non-transferable, non-exclusive and non-sublicenseable license to make a reasonable number of copies of the Documentation for your internal business use in connection with your separately authorized use of Brixn. No right to sublicense or distribute the Documentation is granted herein.

 

USER CONTRIBUTIONS

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.

 

RESTRICTIONS

No right, title or interest in or to the Website including Website Content and Contributions or Brixn Core Technology, is transferred to you. There are no implied licenses under these Terms of Use. Brixn reserves all rights not expressly granted to you herein. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

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.

Please contact Brixn if you need to make use of Brixn’s Core Technology that is not permitted under these Terms of Use. Partner programs and commercial end user agreements may be available to meet your needs.

If you enter into a separate agreement with Brixn that provides additional or different license terms with respect to Brixn Core Technology, including a Master Subscription Services Agreement, Developer Agreement, or Technology Partner Agreement, then the terms of that separate agreement shall control over these Terms of Use with respect to such Brixn Core Technology.

 

6. Linking

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:

  • Remove or refuse to post any User Contribution (including any App), and/or terminate your access to all or part of the Website for any reason or no reason, in our sole discretion, including without limitation any violation of these Terms of Use or the Privacy Policy.
  • 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

CONFIDENTIALITY

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.

 

INDEMNIFICATION

To the maximum extent permitted by applicable laws, you agree to defend, indemnify and hold us, our affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers harmless from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees and other costs of defense) resulting from your violation of these Terms of Use or your use of the Website, user data, Development Tools and Non-Production Instances (including anything that you develop using the Development Tools and Non-Production Instances), including, without limitation, any use of the Website’s content, unpaid tax liability, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website. We will be entitled, at our sole expense, to participate in the defense and settlement of the claim or action with counsel of our choosing. You may not settle any claims without our prior written consent (which will not be unreasonably withheld). You shall have no obligation to indemnify Brixn against a claim to the extent that a claim is based on the alleged infringement of intellectual property rights by the Brixn Products (independent of your App or other products or services of yours).

 

WAIVER AND SEVERABILITY

No waiver of these Terms of Use by us shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of ours to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

 

TERMINATION

Brixn may terminate these Terms of Use at any time for any reason by giving you written notice, and all licenses, permissions and other rights granted to you hereunder shall immediately terminate. Notwithstanding the termination of these Terms of Use for any reason, Sections 6 (Intellectual Property) and 9 (Legal Considerations) herein shall survive.