This BRIGR Customer Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below) and is an agreement between the applicable BRIGR Contracting Party specified in Section 13 below (also referred to as “BRIGR,” “we,” “us,” or “our”) and you or the entity you represent (“you” or “your”). This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Service Offerings (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 13 for definitions of certain capitalized terms used in this Agreement.
1. Use of the Service Offerings.
- 1.1 Generally. You may access and use the Service Offerings in accordance with this Agreement. Service Level Agreements and Service Terms apply to certain Service Offerings. You will comply with the terms of this Agreement and all BRIGR, rules and regulations applicable to your use of the Service Offerings.
- 1.2 Your Account. To access the Services, you must have an BRIGR account associated with a valid email address and a valid form of payment. Unless explicitly permitted by the Service Terms, you will only create one account per email address.
- 1.3 Third-Party Content. Third-Party Content may be used by you at your election. Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges.
- 2.1 To the Services. We may change or discontinue any of the Services from time to time. We will provide you at least 3 months’ prior notice.
- 2.2 To the Service Level Agreements. We may change, discontinue or add Service Level Agreements from time to time in accordance with Section 12.
3. Security and Data Privacy.
- 3.1 BRIGR Security. Without limiting Section 10 or your obligations under Section 4.2, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.
- 3.2 Data Privacy. You consent to the transfer of your Content through the BRIGR systems. We will not disclose Your Content to any third party except as necessary to comply with the law or a binding order of a governmental body. We will not intercept Your traffic either encrypted or unencrypted.
- (i) We do not record or store your traffic data or perform DPI on it.
WE DO NOT INTERCEPT THE TCP STREAMS PROXIED BY US.
- (ii) We do not modify your traffic, introduce SSL certificates affecting your communications or perform any activities classified as “man in the middle” attack.
- (iii) We store the proxy HTTP CONNECT headers, source and destination IP addresses, access timestamps and any other information required to provide the Services.
- (i) We do not record or store your traffic data or perform DPI on it.
- 3.3 Service Attributes. We may process Service Attributes to provide billing and administration services. To provide you with support services initiated by you and investigate fraud, abuse or violations of this Agreement, we may process Service Attributes where we maintain our support and investigation personnel.
4. Your Responsibilities.
- 4.1 Your Accounts. Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or End Users), and (b) we and our affiliates are not responsible for unauthorized access to your account.
- 4.2 Your Applications. You will ensure that Your Applications and your and End Users’ use of Your Applications or the Service Offerings will not violate any of the Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Applications.
- 4.3 Log-In Credentials and Account Information. BRIGR log-in credentials and private keys generated by the Services are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person, except that you may disclose your Account Information to your agents and subcontractors performing work on your behalf.
- 4.4 End Users. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Service Offerings. You are responsible for End Users’ use of Your Content and the Service Offerings. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately suspend access to Your Content and the Service Offerings by such End User. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide such support or services.
5. Fees and Payment.
- 5.1 Service Fees. We calculate and bill fees and charges monthly. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for use of the Service Offerings as described on the BRIGR Site using one of the payment methods we support. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding.
- 5.2 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement.
6. Temporary Suspension.
- 6.1 Generally. We may suspend your right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine:
- (a) your or an End User’s use of the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) could adversely impact our systems, the Service Offerings or the systems or Content of any other BRIGR customer, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent;
- (b) you are, or any End User is, in breach of this Agreement;
- (c) you are in breach of your payment obligations under Section 5; or
- (d) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
7. Term; Termination.
- 7.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 7. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 7.2.
- 7.2 Termination.
- (a) Termination for Convenience. You may terminate this Agreement immediately for any reason by closing your account for all Services for which we provide an account closing mechanism on our portal at https://portal.brigr.com. We may terminate this Agreement for any reason by providing you at least 30 days’ advance notice (on email).
- (b) Termination for Cause.
- (i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party.
- (ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause if we have the right to suspend under Section 6, (B) if our relationship with a third-party partner who provides software or other technology we use to provide the Service Offerings expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, or (C) in order to comply with the law or requests of governmental entities.
- 7.3 Effect of Termination.
- (a) Generally. Upon the Termination Date:
- (i) except as provided in Section 7.3(b), all your rights under this Agreement immediately terminate;
- (ii) You remain responsible for all fees and charges you have incurred through the Termination Date and are responsible for any fees and charges you incur during the post-termination period described in Section 7.3(b);
- (iii) You will immediately remove the BRIGR SDK from your applications
- (iv) Sections 4.1, 5, 7.3, 8, 9, 10, 12 and 13 will continue to apply in accordance with their terms.
- (b) Post-Termination. Unless we terminate your use of the Service Offerings pursuant to Section 7.2(b), during the 30 days following the Termination Date:
- (i) we can take action to remove from the BRIGR systems any of Your Statistics as a result of the termination; and
- (ii) we may allow you to retrieve Your Statistics from the Services only if you have paid all amounts due under this Agreement.
- (iii) Your Statistics will be held during the 30 days following the termination. Retrieval will be possible only after You will pay the applicable fees at the rates under Section 5
8. Use of the SDK by You
- 8.1 BRIGR agrees that it obtains no right, title or interest from you (or your licensors) under the License Agreement in or to any software applications that you developed which uses the SDK, including any intellectual property rights that subsist in those applications.
- 8.2 You agree to use the SDK and only for purposes that are permitted by (a) the License Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
- 8.3 You agree that you will not engage in any activity with the SDK, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, BRIGR or any mobile communications carrier.
- 8.4 You agree that you are solely responsible for (and that BRIGR has no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display through your applications, and for the consequences of your actions (including any loss or damage which BRIGR may suffer) by doing so.
- 8.5 You agree that you are solely responsible for (and that BRIGR has no responsibility to you or to any third party for) any breach of your obligations under the License Agreement, any applicable third party contract or Terms of Service, or any applicable law or regulation, and for the consequences (including any loss or damage which BRIGR or any third party may suffer) of any such breach.
THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
10. Limitations of Liability.
WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 10 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
11. Modifications to the Agreement.
We may modify this Agreement (including any Policies) at any time by posting a revised version on the BRIGR Site or by otherwise notifying you.
- 12.1 Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 12.1 will be void.
- 12.2 Entire Agreement. This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement (but does not supersede prior commitments to purchase Services such as BRIGR).
- 12.3 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
- 12.4 The Governing Law. The Parties to the Agreement agree that this Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by Czech Republic law.
- 12.5 Dispute Resolution. The Parties shall exercise their best efforts to settle by peaceful means any claim, controversy, or dispute concerning questions of fact or law arising out of or relating to this Agreement or to performance of either Party hereunder. If the Parties fail to resolve a Dispute amicably between them - the Dispute shall be settled according to the rules of the Czech Republic Court of International Arbitration.
- 12.6 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
- 12.7 Confidentiality and Publicity. You may use BRIGR Confidential Information only in connection with your use of the Service Offerings as permitted under this Agreement. You will not disclose BRIGR Confidential Information during the Term or at any time during the 3-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of BRIGR Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Service Offerings without BRIGR’s written consent.
“Account Information” means information about you that you provide to us in connection with the creation or administration of your BRIGR account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your BRIGR account.
“API” Application programming interface
“BRIGR” Property of Sentt Labs s.r.o. a private limited liability company established under the laws of Czech Republic with registration number 06319629, having its registered offices at Budilova 161/15, Jizni Predmesti, 301 00 Plzen Czech Republic, represented in this agreement by Bahram Ahmedzade in his powers as CEO (hereinafter referred to to as “BRIGR,” “we,” “us,” or “our”)
“BRIGR Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. BRIGR Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. BRIGR Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the BRIGR Confidential Information.
“BRIGR Content” means Content we or any of our affiliates make available in connection with the Services or on the BRIGR Site to allow access to and use of the Services, including APIs; WSDLs; Documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by our personnel). BRIGR Content does not include the Services or Third-Party Content.
“BRIGR Site” means https://www.brigr.com (and any successor or related site designated by us), as may be updated by us from time to time.
“Content” means software (including machine images), data, text, audio, video or images.
“Documentation” means the user guides and admin guides (in each case exclusive of content referenced via hyperlink) for the Services located at https://www.brigr.com or https://portal.brigr.com (and any successor or related locations designated by us), as such user guides and admin guides may be updated by BRIGR from time to time.
“End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Service Offerings under your account. The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own BRIGR account, rather than under your account.
“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).
“Service” means each of the services made available by us or our affiliates, including those web services described in the Service Terms. Services do not include Third-Party Content.
“Service Attributes” means Service usage data related to your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.
“Service Level Agreement” means all service level agreements that we offer with respect to the Services and post on the BRIGR Site, as they may be updated by us from time to time. The service level agreements we offer with respect to the Services are located at https://www.brigr.com and any successor or related locations designated by BRIGR), as may be updated by BRIGR from time to time.
“Service Offerings” means the Services (including associated APIs), the BRIGR Content, the BRIGR Marks, and any other product or service provided by us under this Agreement. Service Offerings do not include Third-Party Content.
“Service Terms” means the rights and restrictions for particular Services located at https://www.brigr.com (and any successor or related locations designated by us), as may be updated by us from time to time.
“Term” means the term of this Agreement described in Section 7.1.
“Termination Date” means the effective date of termination provided in accordance with Section 7, in a notice from one party to the other.
“Third-Party Content” means Content made available to you by any third party on the BRIGR Site or in conjunction with the Services.
“Trademark Use Guidelines” means the guidelines and trademark license located at https://www.brigr.com (and any successor or related locations designated by us), as they may be updated by us from time to time.
“Your Content” means Content that you or any End User transfers to us for processing by the Services in connection with your BRIGR account and any computational results that you or any End User derive from the foregoing through their use of the Services. Your Content does not include Account Information.