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These terms and conditions incorporate any applicable Order Forms by and between the Customer therein named ("Customer”) and Brij Inc. (“Brij”) (collectively, the “Agreement”). To the extent Customer has chosen particular Services through Brij’s self-service functionality within the Services, the “Order Form” shall be comprised of the self-service selections and associated pricing made by Customer using the functionality within the Services, in connection with such self-service selections, in each case with respect to the specific Services offerings for which Customer has subscribed.
1.1 Services Generally. Subject to the terms of this Agreement, Brij will provide Customer the Services described in one or more order forms (each, an “Order Form”) entered into between Brij and Customer that reference these Terms and Conditions (“Services”). Brij will provide Customer with ongoing technical support services for the duration of the Service Term. Support services include but are not limited to email support, phone support, and access to Brij’s self-service support portal.
1.2 Integration. Brij will perform certain integration services if and to the extent expressly set forth in the Order Form. Each of Brij and Customer will fulfill its respective obligations with respect to such services and will cooperate with the other to permit the timely performance of such services. Brij’s obligations are contingent upon Customer’s timely performance of its obligations, Customer’s reasonable cooperation and any assumptions included in the Order Form or otherwise communicated by Brij to Customer. All dates and fees for such services are estimates made for project planning purposes only. Any changes to the scope of such services shall become effective only upon the execution of a written amendment of the Order Form by authorized representatives of Brij and Customer.
1.3 Integration of Non-Brij Platforms.
1.3 (a) Customer may choose to use features within the Services that involve integrations with Third-Party Platforms, and may enable data exchange between the Services and the applicable Third-Party Platform. “Third-Party Platform” means any platform, add-on, service or product provided by any third party that Customer elects to integrate or enable for use with the Services, including Customer’s own systems, software, or infrastructure. Use of Third-Party Platforms is subject to Customer’s agreement with the Third-Party Platform provider.
1.3 (b) The Services may permit Authorized Users to transmit information to and from Third-Party Platforms owned or managed by Customer, including via application programming interface, code snippet or other software, flat file upload, file transfer protocol, or otherwise. Any such Third-Party Platform, or any other Third-Party Platform owned or controlled by Customer that interacts with the Services or any output thereof, is a “Customer System”. Customer acknowledges and agrees that in order to perform the Services, Brij must be able to, and Customer hereby grants Brij the right to access, test, and periodically audit any Customer System and its connection to the Services. Brij does not control and has no responsibility or liability whatsoever for Customer Systems, including their security, functionality, operation, availability or interoperability or how Customer Systems, including but not limited to Third-Party Platforms, use or process data received from the Services.
1.4 Suspension. Brij may suspend Customer’s access to the Services in whole or in part if Customer breaches this Agreement or if Customer’s actions risk harm to Brij or other customers or the security, availability or integrity of the Services. Where practicable, Brij will use reasonable efforts to provide Customer with prior notice of the suspension. Once Customer resolves the issue requiring suspension, Brij will promptly restore Customer’s access to the Services.
2.1 Access. The Services may only be accessed by employees or representatives of Customer authorized by Customer (“Authorized Users”) who (i) have established a valid password and username (“Credentials”), and (ii) have agreed to abide by the terms and conditions of Acceptable Use Policy, and (iii) have agreed to abide by this Agreement. Customer shall be solely responsible for: (a) all credentials established by or on behalf of Customer and any Authorized User, (b) verifying the identity of each Authorized User through the use of two-factor authentication and validating use of Credentials by each Authorized User, and (c) monitoring Authorized User access to the Service to ensure that only those permitted to access and use the Service do so. Customer shall institute contractual, technological and/or functional procedures and processes as necessary to monitor use of Credentials and to protect and require Authorized Users to protect their Credentials. As between Brij and Customer, Customer shall assume all responsibility and liability with respect to access and use of the Services by or on behalf of Customer and all Authorized Users, whether or not such access is a result of compromised, lost, or stolen Credentials, including ensuring compliance with all of the obligations and restrictions set forth in this Agreement and with applicable law. Customer shall promptly inform Brij of any unauthorized use of the Services or breach of this Agreement or applicable law by Customer or any of its Authorized Users.
2.2 Use Restrictions. Customer will not, directly or indirectly, and shall not permit any third party to: (i) reverse engineer, decode, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services; (ii) copy, in whole or in part, the Services or any component thereof; (iii) modify, enhance, translate, combine with other programs, or create derivative works based on the Services; (iv) sublicense, sell, rent, lease, transfer, distribute, or use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (v) remove any proprietary notices or labels. Customer shall not use the Services if and to the extent Customer is legally prohibited to do so. Customer shall not use the Services if Customer is a competitor of Brij or for purposes of monitoring the Services’ availability, performance or functionality, or for any other benchmarking or competitive purposes.
2.3 Compliance. Customer represents and warrants that Customer will use the Services (and will ensure that use of the Services by or on behalf of Customer and Authorized Users) is in compliance with this Agreement, Brij’s standard published policies then in effect (including the Acceptable Use Policy) and all applicable laws, rules and regulations.
2.4 Compliance Allocation (Texas & Federal SMS Laws) Evidence of Registration & Consent. As a condition to enabling any marketing SMS to recipients located in Texas, Customer must (a) provide Brij the number of its Texas Chapter 302 registration certificate and effective dates and (b) represent and warrant that it has obtained and will maintain prior express written consent meeting federal and Texas requirements for each intended recipient. Indemnity. Customer shall defend, indemnify, and hold harmless Brij from any claims, penalties, costs, and fees arising out of Customer’s marketing messages, including alleged violations of Texas Bus. & Com. Code Chapters 302, 304, or 305, the Texas Deceptive Trade Practices Act, or the TCPA/FCC rules.
2.5 Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and related information, and the like (collectively, “Requisites”). Customer shall also be responsible for the Requisites in all respects, including maintaining the security of the Requisites.
3.1 Customer Data. As between Customer and Brij, Customer is solely responsible for the accuracy, completeness, validity, authorization for use (including transmission) and integrity of all Customer Data, regardless of form or format. “Customer Data” is the information provided by Customer to Brij to enable the provision of the Services (including all information provided by any Customer System through any connection method). Customer acknowledges and agrees that (i) Customer will be required to provide certain Customer Data to the Services to enable their operation, and (ii) the Services are designed to act on direction given to it by or on behalf of the Customer, and that Customer is solely responsible for such direction and the results thereof. Customer represents and warrants that Customer has the right to provide all Customer Data to Brij, and has obtained all necessary consent where applicable, including the consent of any applicable agent of Customer, for the Services to capture such data as the Services capture and to perform such actions as the Services may perform.
3.2 License to Customer Data. Customer hereby grants to Brij and its relevant service providers a limited, nonexclusive, royalty-free, right and license, to access, store, reproduce, display, handle, perform, transmit, test, modify, process, combine with other data, and otherwise use Customer Data (i) for performance of Brij’s obligations and exercise of Brij’s rights under this Agreement; and (ii) to create derivatives of such data, solely in de-identified and aggregated form (such derivatives, “Aggregated Data”). Customer agrees that Brij shall own all right, title, and interest in all Aggregated Data and in such improvements and derivative works.
3.3 Roles and Processing. For contact data collected through Brij for rebate processing, Brij acts as a processor to Customer (the controller). Brij will process such data solely to provide the services, and may transfer contact data to Customer as directed by Customer. Customer is responsible for providing all required disclosures and obtaining any required consents under the Texas Data Privacy and Security Act and other applicable laws.
3.4 Privacy Notice. Brij’s privacy notice will disclose the collection of phone numbers/emails for rebate fulfillment and the sharing of such data with the brand that owns the promotion, and will describe consumer rights under TDPSA.
4.1 Services. Brij shall own and retain all right, title and interest in and to (a) the Services and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services, integration services or support, including any of the foregoing developed by Brij to connect to or receive Customer Data from any Customer System, and (c) all intellectual property rights related to any of the foregoing. Nothing contained herein shall be construed as granting Customer any rights in or to the Services, other than the right to use the Services as expressly stated herein.
4.2 Feedback. The parties acknowledge and agree that Brij may solicit and Customer may provide to Brij suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Services (the “Feedback”). Customer hereby grants to Brij a nonexclusive, perpetual, irrevocable, royalty-free, right and license to disclose, use and incorporate the Feedback for any lawful purpose.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Brij includes information regarding features, functionality and performance of the Service. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information and (iii) to notify the Disclosing Party promptly and in writing of the circumstances surrounding any suspected possession, use or knowledge of any such Proprietary Information or any part thereof at any location or by any person or entity other than those authorized by this Agreement. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public without a breach by the Receiving Party of the terms of this Agreement, (b) was in its possession or known by Receiving Party prior to receipt from the Disclosing Party, (c) was rightfully disclosed to Receiving Party without restriction by a third party, or (d) was independently developed by Receiving Party without use of or reference to any Proprietary Information of the Disclosing Party. The Receiving Party may disclose the Disclosing Party’s Proprietary Information to the extent required by a court or other governmental authority, provided that the Receiving Party promptly notifies the Disclosing Party of the disclosure requirement and cooperates with the Disclosing Party (at the latter’s expense and at its request) to resist or limit the disclosure. The Receiving Party shall only furnish that portion of the Disclosing Party’s Proprietary Information which it is legally required to disclose, based upon the advice of its counsel, and only after asserting, to the extent that it is able in the circumstances, the confidential and proprietary nature of such information.
6.1 Fees Generally. Customer will pay Brij the then applicable fees described in the Order Form for the Services and any integration services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services requires the payment of additional fees (per the terms of this Agreement or as otherwise set forth within the Services), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Brij reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer. If Customer believes that Brij has billed Customer incorrectly, Customer must provide written notice to Brij specifying the alleged issue no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Brij will not collect an amount that Customer has disputed under this Section by charging a stored payment method while that dispute remains open. Prepaid Fees are not refundable. Overdue unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate suspension or termination of the Services. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Brij’s net income.
6.2 Method of Payment. Brij may use a third-party payment service to bill Customer through an online account. By submitting payment account information, Customer grants Brij the right to store and process such information with the third-party payment service and agrees that Brij will not be responsible for any failures of the third party, including any failures to adequately protect such information. The processing of payments will be subject to the terms, conditions and privacy policies of such third-party payment service in addition to this Agreement. Brij may choose to bill through an invoice, in which case, full payment for each invoice is due in accordance with the payment terms stated in the applicable Order Form. Where the Order Form does not state payment terms, full payment must be received by Brij within thirty (30) days after the invoice date.
6.3 Stored Payment Methods and Automatic Payment. (a) Customer will maintain, for the duration of the Service Term, either (i) a payment method stored with Brij’s third-party payment service, or (ii) an alternative payment arrangement specified in the Order Form. Where the Order Form does not specify an alternative arrangement, Customer will maintain a stored payment method.
(b) By electing to store a payment method, Customer authorizes Brij to charge that payment method for amounts invoiced under this Agreement without obtaining further authorization at the time of any individual charge.
(c) Where Customer has elected automatic payment, Fees are collected on the invoice date. The payment terms stated in the Order Form govern invoices that Customer pays manually and do not delay collection of an invoice paid by a stored payment method.
(d) Brij will notify Customer in advance of each recurring automatic charge, stating the amount and the date on which it will be collected.
(e) Customer may add, replace, or remove a stored payment method at any time. Removal does not affect a charge already initiated and does not relieve Customer of any amount due under this Agreement. Following removal, Customer remains responsible for paying invoices in accordance with the Order Form.
(f) Brij does not receive or store full payment card numbers or full bank account numbers. Storage is handled by the third-party payment service described in Section 6.2.
6.4 Bank Account Debits. Where Customer stores a United States bank account as a payment method, Brij debits that account by ACH. Where the amount of a debit varies, it is the amount stated on the applicable invoice, calculated in accordance with this Agreement and the applicable Order Form. Brij will give Customer at least seven (7) calendar days notice before changing the timing of recurring debits. Customer may revoke authorization for bank account debits at any time by notice to Brij, and Brij will cease debiting that account following such notice.
7.1 Term. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be renewed as set forth in the Order Form (collectively, the “Term”), unless either party provides written notice of non-renewal as set forth in the Order Form.
7.2 Termination for Cause. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Without limiting the foregoing, Brij may terminate this Agreement immediately on notice (or may suspend the Services), without liability, to comply with any order by a government authority, if performance would violate applicable law.
7.3 Effect of Termination. Upon termination of this Agreement, Customer will pay in full for the Services up to and including the last day on which the Services are provided. Within thirty (30) days after the termination of this Agreement, or upon request of the Disclosing Party, each party shall destroy the Proprietary Information of th other party then in its possession. Customer shall uninstall and delete all Software provided to Customer hereunder from any devices in Customer’s possession or control within thirty (30) days after termination of this Agreement. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
8.1 Security. Brij uses industry standard security precautions designed to prevent unauthorized access to the Services as described in its Security Policy (Proprietary Information of Brij, a summary of which may be made available to Customer at Customer’s request). Brij shall promptly notify Customer of any material unauthorized use of the Services by an unauthorized person or entity that affects the security of the Customer’s Proprietary Information and that is known to Brij. The parties shall reasonably assist each other in investigating such unauthorized act and take such action as is reasonably necessary to prevent the continuation or recurrence thereof.
8.2 Availability. Brij shall use commercially reasonable efforts consistent with industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Brij or by third-party providers, or because of other causes beyond Brij’s reasonable control. Brij shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. BRIJ DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND BRIJ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BRIJ DISCLAIMS ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS, UNAUTHORIZED ACCESS TO CUSTOMER’S DATA, FACILITIES OR EQUIPMENT, OR UNAUTHORIZED ACCESS TO, ALTERATION, THEFT, CORRUPTION, LOSS OR DESTRUCTION OF CUSTOMER DATA. CUSTOMER IS SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS, AND FOR PROTECTING CUSTOMER DATA AND PROGRAMS FROM LOSS BY IMPLEMENTING APPROPRIATE SECURITY MEASURES. CUSTOMER WAIVES ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA. BRIJ IS NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED THROUGH THE SERVICES. Any service level agreement or similar uptime commitment contained in an Order Form shall not be superseded by this paragraph.
9.1 Damages Waiver. Except for Excluded Claims, neither party will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance. Without limiting the foregoing, Brij is not liable for any damages or other amounts in connection with any disputes or claims between or among Customer or any agent or employee of Customer, and any consumer of Customer’s products or services.
9.2 Liability Cap. Except for Excluded Claims, each party’s entire liability arising out of or related to this Agreement will not exceed in aggregate the amount of Fees paid or payable by Customer to Brij during the twelve (12) months prior to the act or omission giving rise to the claim.
9.3 Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Sections 1.3, 2, 3 or 5; or (b) amounts payable under Section 10.
9.4 Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 9 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
10.1 By Brij. Brij will defend Customer from and against any third-party claim to the extent alleging that the Services, when used by Customer as authorized in this Agreement, infringes the claimant third party’s registered U.S. patent, copyright or trademark, and will indemnify and hold harmless Customer against any damages or costs awarded against Customer (including reasonable attorneys’ fees) or agreed in settlement by Brij resulting from the claim. In response to an actual or potential infringement claim, if required by settlement or injunction or as Brij determines necessary to avoid material liability, Brij may at its option: (a) procure rights for Customer’s continued use of the Services, (b) replace or modify the allegedly infringing portion of the Services to avoid infringement without reducing the Services’ overall functionality or (c) terminate the affected Order Form and refund to Customer any pre-paid, unused Fees for the terminated portion of the applicable Service Term. Brij’s obligations in this Section 10.1 do not apply (1) to infringement resulting from Customer’s modification of the Services or use of the Services in combination with items not provided by Brij, (2) to unauthorized use of the Services, (3) to infringement arising from a breach by Customer of any provision of this Agreement, (4) if Customer settles or makes any admissions about a claim without Brij’s prior consent or (5) claims indemnifiable under Section 10.2. This Section 10.1 sets out Customer’s exclusive remedy and Brij’s entire liability regarding infringement of third-party intellectual property rights.
10.2 By Customer. Customer will defend Brij from and against any third-party claim to the extent arising in connection with (i) any Customer Data provided by or on behalf of Customer, including by any agent of Customer or as output of any Customer System, (ii) Customer’s use of the Services, including Customer Systems, and any Brij connection to any Customer System, including any misuse of or failure to secure Credentials resulting in any alleged or actual breach, (iii) any failure of Customer to secure any required consents from Authorized Users or any subject of Customer Data; (iv) any breach by Customer of any provision in this Agreement, and (v) any other indemnification obligations of Customer as set forth in this Agreement, and will indemnify and hold harmless Brij against any damages or costs awarded against Brij (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from such claims.
10.3 Requirements. The indemnified party shall provide to the indemnifying party: (a) prompt notice of the claim (except to the extent a failure to receive notice does not materially prejudice the defense of the claim), (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Services). The indemnified party may participate in a claim with its own counsel at its own expense.
11.1 Publicity. Neither party may publicly announce this Agreement except with the other party's prior consent or as required by applicable law. However, Brij may include Customer and its trademarks in Brij’s customer lists and promotional materials but will cease this use at Customer's written request.
11.2 No Legal Advice. Brij does not and shall not provide Customer with any legal advice regarding compliance with laws, rules or regulations in the jurisdictions in which Customer uses the Services, including those related to data privacy, security, or confidentiality of personal information. Customer acknowledges and agrees that the Services may be used in ways that do and do not comply with such laws, rules or regulations and it is Customer's sole responsibility to monitor its compliance with, and use the Services solely in strict compliance with, all such relevant laws, rules or regulations. Brij offers no assurance that Customer's use of the Services under the terms of this Agreement shall not violate any law or regulation applicable to Customer.
11.3 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
11.4 Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except with Brij’s prior written consent. Brij may transfer and assign any of its rights and obligations under this Agreement without consent.
11.5 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
11.6 Amendments. Any amendments, modifications or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Brij. Nonetheless, with notice to Customer, Brij may modify any policies referenced herein to reflect new features or changing practices, but the modifications will not materially decrease Brij’s overall obligations during a Service Term. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Brij; any of these Customer documents are for administrative purposes only and have no legal effect.
11.7 Waiver. The waiver by either party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party.
11.8 Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Brij in any respect whatsoever.
11.9 Attorneys’ Fees. Should any dispute arise regarding this Agreement, the prevailing party shall be entitled to receive its reasonable legal fees and costs as awarded by a court of competent jurisdiction.
11.10 Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective permitted successors and assignees.
11.11 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
11.12 Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster.
11.13 Subcontractors. Brij may use subcontractors. Brij remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
11.14 Governing Law. This Agreement shall be governed by the laws of the State of New York, without regard to its conflict of laws provisions. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in New York, NY and both parties submit to the personal jurisdiction of those courts.
11.15 Order of Precedence. In the event of a conflict between this Agreement and an Order Form, this Agreement controls, except that the Order Form controls with respect to Fees, payment terms, quantities, and the length of the Initial Service Term. Where a document accepted by Customer expressly states that it modifies a specified provision of this Agreement, that document controls as to that provision.
For purposes of this Acceptable Use Policy, “Customer” refers to (i) any customer of the Services, and (ii) each individual user of the Services, whether in such person’s capacity as an administrator of the Services on Customer’s behalf, or an individual consumer of the Services on such individual’s own behalf.
1. Primacy of Customer Policies; No Obligation of Brij. Customer acknowledges and agrees that: (i) Use of the Services is subject to any technology or information policies imposed by Customer on its employees and other agents; (ii) The Services are not monitored by Brij and Brij has no responsibility to relay any information submitted or exchanged through the Services to Customer or any authority, no matter what the content of that information may be.
2. No Spam. Customer shall not use the Services to send unsolicited messages (also known as “spam”), or to send any communication to any recipient that has not authorized Customer to send such communication, or to send commercial or marketing messages of any kind.
3. No Deception. Any message Customer sends in connection with its use of the Services shall (i) accurately and in a non-deceptive manner identify Customer, (ii) not contain any deceptive or misleading content regarding the message’s subject matter, (iii) include Customer’s valid physical address; and (iv) comply with all applicable law.
4. No Harmful Behavior. Customer shall not breach any agreement with Brij. Customer shall not, and shall not authorize or facilitate any attempt by another person to use our Services to:
(i) Damage, disable, overburden, impair or interfere with any other party’s use of our Services;
(ii) Obtain or attempt to obtain any materials or information through any means not intentionally made available through our Services;
(iii) Use false or misleading information in connection with Customer’s user account or impersonate any other person living or dead;
(iv) Use the Services in a manner that harasses, violates any applicable statute, law, rule, regulation or court order, is fraudulent, or infringes any proprietary or privacy right;
(v) Solicit or submit personal information from children under 18 years of age;
(vi) Circumvent, remove or otherwise interfere with any security-related features or limitations in the Services, features that prevent copying or using any part of our Services or features that enforce limitations on the use of our Services;
(vii) Modify, or attempt to modify, any document or transaction executed through the Services after it has been executed;
(viii) Introduce viruses, worms, Trojan horses and/or harmful code to our Services; or
(ix) Use any robot, spider, site search/retrieval application or other automated device, process, or means to access, retrieve, scrape or index any portion of our Services or any content
5. No Export. In accordance with United States export laws, Customer agrees not to export or re-export the Services except in full compliance with all United States laws, rules, decrees, regulations, and executive orders, including without limitation the Export Administration Regulation of the U.S. Department of Commerce and the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. Without limitation of the foregoing Services may not be exported or re-exported into (or to a legal permanent resident of) any country to which the United States embargoes goods or to anyone on the United States Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Denied Persons List.
Brij reserves the right to modify this Acceptable Use Policy at any time in its sole discretion.
If you have any comments, questions, concerns, or suggestions about these Terms, please contact us at [email protected].
Brij Inc
60 East 9th St.
New York, NY 10003
