BRIX TERMS OF USE

Last update: August 31, 2023

 

BRIX APP (incorporated in Quebec as 9486-3735 Québec Inc.) together with its affiliates, subsidiaries, and related entities (collectively, “Brix”, “we”, “us” and “our”) provides an online platform that allows users to collaborate, receive and share information at work. The Brix App platform includes the Brix App mobile application that you can download and install on your mobile phone (the “App”), desktop application accessed through a browser, connections to third-party applications and related services together the “Service” or the “Services”.

 

These Terms of Use (the “Agreement”) govern the use of the Site and Service. By accessing the site or the Service, you agree to this Agreement on behalf of yourself as a User and/or on behalf of the organization that you represent (“Organization”).

 

“You”, “Your” or “User” means a User of the site or Service, which could refer to an individual, an employer, an employee associated with an Organization account, or any other authorized User of the Service.

 

The subscription to the Service is governed by a distinct contract (the “Contract”) between the Organization and Brix, which includes payment and billing clauses. Users access to Services is subject to the Organization’s compliance with the terms of the Contract between the Organization and Brix.

 

For matters concerning how Brix treats Personal Information, refer to the Privacy Policy

 

1.    DEFINITIONS AND INTERPRETATION

 

1.1.   The following capitalized Agreement shall have the meaning ascribed to them below:

 

1.1.1.     “Active User” means a User who was invited by his Organization to join the Service, who is registered on the Service, and whose registration was not deactivated by the Organization or by Brix under the Organization instruction or by Brix due to Prohibited Use or Unacceptable Conduct of users as defined in Prohibited Use and Unacceptable Conduct of Users

 

1.1.2.     “Organization” means the entity that has a subscription with Brix and is giving the user access to the Organization’s account.

 

1.1.3.     “Organization Data” means any content, which may include Personal Information of individuals, that Organization or Users give or transfer to Brix in conjunction with the Services.

 

1.1.4.     “Effective Date” means (i) for a User, the first date a User accessed the site or the Service; or (ii) for an Organization, the last date both Parties signed the Contract or the date the Organization accepted the Contract by accessing the site or Services, as the case may be.

 

1.1.5.     “Parties” means (i) Brix and Organization; or (ii) Brix and a User, as the case may be.

 

1.1.6.     “Personal Information” “Personal Information” means any information about an individual that, when used on its own or with other information, allows an individual to be identified. In general, Personal Information does not include business contact information, such as your name, title, business address or business telephone number.

 

1.1.7.     “Privacy Laws” means all applicable data protection and privacy legislation, regulations and guidance governing the protection of Personal Information.

 

1.1.8.     “Privacy Policy” means Brix Privacy Policy available at https://brixapp.io/privacy.

 

1.1.9.     “Term” has the meaning set out in Term.

 

1.1.10.   “User” means a user of the site or Service, which could refer to an individual, an employer, an employee associated with an Organization account, or any other authorized user of the Service.

 

1.1.11.   ”site” means the public website available at https://brixapp.io/

 

The term “including” is not limiting and means “including, but not limited to”.

 

2.    ACCESS AND USE OF THE SITE OR THE SERVICE

 

2.1.      Site. The Users may access the site and must use the site in accordance with the Agreement. Brix may revise the content, features and functions of the site at any time without notice. Brix may at any time, temporarily or permanently, limit or suspend the access to the site, at its sole discretion, including to perform upgrades and maintenance to the site.

 

2.2.   Services. During the Term (as defined in Term), Brix grants to Organization and its authorized Users the right to access and use the Service, and any related services, in accordance with the Agreement.

 

2.3.   Services Revisions. Brix may revise the content, features and functions of the Service at any time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Agreement.

 

2.4.   Temporary Suspension of the Services. Brix may temporarily limit or suspend the Services from time to time, at its discretion, including to perform upgrades to, and maintenance of, the Service.

 

2.5.   Prohibited Use. Organization and Users shall not, nor attempt to, nor permit third parties to: (i) share non-public features or content of the site or the Service with any third party; (ii) copy, duplicate, reverse engineer, decompile, decode, decrypt, disassemble, record, alter, enhance, modify, merge, adapt, translate, create any derivative works or otherwise reproduce any part of the site or the Service (for clarity purposes, Organization and Users shall not access the site or the Service in order to build a product or service competing with the Services or to build a product using ideas, features, functions or graphics similar to those of the site or the Service); (iii) copy, attempt to extract, transfer, sell, corrupt Personal Information contained in the site or Service or take any other action that could potentially jeopardize the confidentiality of Personal Information contained in the site or Service or any other information of a confidential nature contained within the site or Service; (iii) send any viruses, worms, phishing attempt, ransomware, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of the site or the Service; or (v) use the site or the Service in a manner that overburdens, or that threatens the integrity, performance or availability of the site or the Service. If Brix suspects any breach of this section, Brix may suspend Organization’s and Users’ access to the site or the Services without advance notice, in addition to such other remedies as Brix may have. BRIX ASSUMES NO LIABILITY FOR ANY UNACCEPTABLE USE OF THE SERVICE MADE BY THE ORGANIZATION, THE USERS OR A THIRD PARTY.

 

2.6.   Unacceptable Conduct of Users. To help ensure a safe and productive use of the Service, Users shall not, and Organization shall ensure that Users do not have inappropriate conduct including (i) attempting to reveal the identity of a User; (ii) impersonating any other person or entity; (iii) using the Services to send spam or otherwise unsolicited messages in violation of applicable laws; or (iv) allowing the submission of any Organization Data, or using Organization Data in a way, that is illegal, harmful, threatening, abusive, violent, harassing, defamatory, libelous, vulgar, obscene, offensive, indecent, humiliating, hateful, unethical or otherwise objectionable, including based on race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender identity or physical or mental disability. Organization and Users understand that by using the Services, they may be exposed to Organization Data submitted by Users that is in breach of this section, and under no circumstances will Brix be liable in any way for any such Organization Data. Brix shall have the right, at its sole discretion, to remove any Organization Data that violates the Agreement, and to reveal the identity of a User to Organization or any authority if required by law to do so, if such User transfers Organization Data in violation of this section. It is Organization’s responsibility to monitor and control all activity conducted by Users on the Service. Brix is under no obligation to review how Users are using the Service. BRIX ASSUMES NO LIABILITY FOR ANY UNACCEPTABLE CONDUCT OF USERS.

 

2.7.   Account Security and Access. Organization and Users shall take all reasonable and necessary steps to prevent unauthorized access to the Service, including by protecting their passwords and other login information. Organization is responsible for any activity occurring in its account (other than activity that Brix is directly responsible for and is not performed in accordance with Organization’s instructions), whether or not the Organization authorized that activity. Organization or Users shall immediately notify Brix if it becomes aware of any unauthorized access to, or use of, its account.

 

2.8.   Organization Systems. Organization and the User are responsible for maintaining and updating any operating systems, the Brix mobile application, Internet browsers, anti-virus software, or other software that Users use to access and use the Services. The Services may not work properly if Organization’s or User’s operating systems, Internet browsers and anti-virus software are not up to date.

 

2.9.   Indemnification by Organization or the User. Organization or the User shall defend, indemnify and hold harmless Brix and its officers, directors, shareholders, subsidiaries, successors and assigns against liabilities, damages and costs, direct or indirect, including any interest accrued, and legal fees and extrajudicial cost arising out of, or related to a third party or a User claim in connection with (i) the content or nature of Organization Data, including Organization Data in breach of sections Prohibited Use or Unacceptable Conduct of Users; (ii) the breach of warranties in Compliance with Laws by the Organization, Oversight of Organization on User’s compliance with Laws. and Compliance with Laws by the Organization/Oversight of Organization on User’s compliance with Laws/Compliance with Laws by Users; (iii) Organization’s or any User’s alleged or actual use, misuse, inappropriate use of the site or the Services, including in violation of sections Prohibited Use or Unacceptable Conduct of Users, including the violation of Intellectual Property Rights and Feedback

 

2.10. Compliance with Laws by the Organization. When using the Services, the Organization must comply with all applicable laws, including Privacy Laws. Organization is also responsible to obtain any consent required by applicable laws from its Users and to ensure that its use of the Services is made compliance with the Agreement and the Privacy Policy.

 

2.11. Oversight of Organization on User’s compliance with Laws. The Organization must ensure that its Users comply with all applicable laws, including Privacy Laws, this Agreement and the Privacy Policy, when using or accessing the Service, and that such Users are complying with the Agreement and the Privacy Policy.

 

2.12. Compliance with Laws by Users. When using or accessing the Services, the User must comply with all applicable laws, including Privacy Laws, this Agreement and the Privacy Policy.

 

3.    BRIX’s WARRANTIES AND DISCLAIMERS

 

3.1.   Warranty Disclaimers. Brix does not warrant to the Organization or the Users that the site or the Services will be uninterrupted, timely, defect free, error free, virus free or free of other harmful components or will not be subject to unauthorized use or disclosure. The Organization and the Users accept and recognize that the site and the Brix Services are provided “as is” and “as available”, with all defects and errors, if any. Brix makes no representations or warranties of any kind, express or implied. Information created by third parties and that may be accessed on the site or the Service is not endorsed by Brix, and may have not been reviewed by Brix, and remains the responsibility of the third party. Brix does not control the Organization Data and does not guarantee the accuracy, integrity, or quality of such Organization Data and of any information obtained through the site or the Service. The Organization is solely responsible for evaluating the accuracy, reliability, completeness and usefulness of the Organization Data and any information obtained through the use of the site or Service, and for making and implementing decisions based on such information and dealing with any related consequences. Brix assumes no liability for any of such information handled by Organization through the site or the Service.

 

3.2.   LIMITATION OF LIABILITY To the extent permitted by law, we DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF THE SERVICE. We do not control or direct what Organization, Users and others do or say, and we are not responsible for their actions or conduct (whether online or offline) or any content they share (including offensive, inappropriate, obscene, unlawful, and other objectionable content). We cannot predict when issues might arise with our Service. Accordingly, our liability shall be limited to the fullest extent permitted by applicable law. To the fullest extent permitted by applicable law under no circumstance will we be liable to the Organization or the Users for any lost profits, revenues, information, or data, or consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to these Terms of Use or the Service (however caused and on any theory of liability, including negligence), even if we have been advised of the possibility of such damages.

 

4.    INTELLECTUAL PROPERTY AND FEEDBACK

 

4.1.   No Rights granted. Brix retains all right, title, and interest in and to the site and the Service and the content the Organization and Users access through the site and the Service, other than Organization Data. The Agreement does not grant the Organization or the Users any intellectual property rights in or to the site or the Service or in Brix’s logos and other trademarks. The Organization or Users shall not remove, alter, or obscure any copyright, trademark or other proprietary notices appearing in or on the site or the Service.

 

4.2.   Feedback. Any feedback or suggestions sent or shared by the Organization or Users with Brix or by the Service or the site to improve the Service or the site may be implemented by Brix in any manner, including future enhancements and modifications to the site or the Service. In such case, Organization and Users grant Brix an unlimited, worldwide, irrevocable, perpetual, sublicensable, transferable, fully paid-up, royalty-free right to use any such feedback or suggestion for any purpose without any obligation or compensation to Organization, Users or any third party. In addition, Brix shall be free to reuse all general knowledge, experience, know-how, works and technologies, including ideas, concepts, processes and techniques, related to or acquired during provision of the Services.

 

5.    TERM AND TERMINATION

 

5.1.   Term. This Agreement is effective as of the Effective Date, and (i) for Organization, until the Contract has terminated; or (ii) for a User, as long as he or she is accessing the site or the Service (the “Term”).

 

5.2.   Termination for the User, this Agreement terminates when the Organization or Brix deactivates the User’s account. For more clarity, this Agreement terminates for the User when the User is no longer an Active User of the Service.

 

5.3.   Termination for the Organization, this Agreement terminates when the Contract with the Organization terminates.

 

5.4.   Survival. Any rights and obligations of the Parties hereunder that by their nature are reasonably intended to survive termination or expiration of the Agreement, shall survive termination or expiration of the Agreement including sections Prohibited Use or Unacceptable Conduct of Users, Indemnification by Organization or User, Warranty Disclaimers, Limitation of Liability, Intellectual Property and Feedback, Term and Termination and General shall survive termination of the Agreement.

 

6.    GENERAL

 

6.1.   Governing Law and Venue. The Agreement shall be governed, construed and enforced solely in accordance with the laws applicable in the Canadian province of Quebec, without reference to: (i) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties; (ii) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (iii) other international laws. Any litigation in any way relating to the Services or the Agreement shall be brought and venues exclusively in the judicial district of Joliette in the Canadian province of Quebec, and the Parties waive any objection that such venue is inconvenient or improper. Each Party waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Services or the Agreement.

6.2.   Force Majeure. Except as expressly provided otherwise in the Agreement, Brix shall not be liable by reason of any failure or delay in the performance of its obligations on account of an unforeseeable and irresistible event, including external causes with the same characteristics, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, act of God, war, terrorism, pandemic and governmental action.

 

6.3.   Entire Agreement. This Agreement, which includes the Privacy Policy, is the entire agreement between Brix and the Users. This Agreement, which includes the Privacy Policy and the Contract is the entire agreement between Brix and the Organization. This Agreement supersedes any prior representations or agreements relating to the Service. Headings are for convenience only, and terms such as “including” are to be construed without limitation. This Agreement is written in English (US), however, over conflicts in any translated version, the French version will take precedence over any other translated versions.

 

6.4.   Waiver. Any forbearance or other delay on the part of either Party in exercising any of its rights and remedies available under this Agreement in connection with the breach thereof by either Party in any particular instance shall not constitute a waiver by either Party of its right to require compliance by the other Party with the terms of this Agreement in the event of any subsequent breach.

 

6.5.   Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of the Agreement invalid or otherwise unenforceable in any respect. If any provision of the Agreement is held in any jurisdiction to be invalid, unenforceable, or illegal, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement, nor shall it invalidate or render unenforceable any such term or provision in any other jurisdiction.

 

6.6.   Relationship of the Parties. The Parties are independent contractors. The Agreement do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Each Party hereto represents and warrants that it has the authority to agree to the Agreement on behalf of the organization that it represents.

 

6.7.   Amendments. Brix may amend the Agreement from time to time on its site, as its business evolves. Any revisions to the Agreement will become effective on the date Brix publishes the changes. Organization and Users can review the most current version of the Agreement at any time by visiting this page at https://brixapp.io/terms. If Organization or Users use the Services or access the site, as the case may be, after the effective date of any changes, that use or access will constitute the acceptance of the revised Agreement.

 

These Agreement were last updated on August 24, 2023