Brikl Terms of Service

Brikl, Inc.

1209 Orange Street

City of Wilmington, County of New Castle

Delaware 19801

Welcome to Brikl! By signing up for a Brikl Account (as defined in Section 1) or by using any Brikl Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).

As used in these Terms of Service, “we”, “us”, “our” and “Brikl” means Brikl, Inc. , and “you” means the Brikl User (if registering for or using a Brikl Service as an individual), or the business employing the Brikl User (if registering for or using a Brikl Service as a business) and any of its affiliate.

Brikl offers a software platform for order entry, online bulk order stores, and online on-demand stores. Among other features, this platform includes a range of tools for users to manually enter orders and submit them to suppliers and decorators, to build and customize online stores, sell products in online stores, manage products, inventory, payments and shipping, and engage with existing and potential customers. We partner with various “Providers” to offer you products that you can customize with your Materials and sell to “Customers”.

As the provider of the Service, Brikl does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any products. Providers alone are responsible for their products, the quality of the print and delivery of your products. If you have an issue with the product, please see Sections 5 and 13 below.

If you choose to use the Service to sell your products, your relationship to Brikl is limited to being that of a client and not an employee, agent, joint venturer, or partner of Brikl for any reason. You act exclusively on your own behalf and for your own benefit, and not on behalf or for the benefit of Brikl.

While we facilitate the resolution of disputes and provide necessary guidelines for the creation of your products, Brikl has no control over and does not guarantee the final quality of your product. Nor do we make any promises that your product will look like your mockup. Providers differ in their printing technology, product offerings, and operations. Users are expected to do their own due diligence in selecting the most suitable Provider for creating and selling Users’ Products.

Brikl may give you access to link to various external resources or third-party services (“Third Party Sites”). Brikl does not endorse any of these Third Party Sites and does not control them in any manner. These Third Party Sites may be governed by their own terms of service and policies. Brikl is not liable or responsible for the accuracy of such services or their content, or products, and you need to take appropriate steps to determine whether accessing a Third Party Site is appropriate, and to protect Your personal information and privacy on such Third Party Site.

Any such service or services offered by Brikl are referred to in these Terms of Services as the “Service(s)”. Any new features or tools which are added to the current Services will also be subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https://www.brikl.com/terms-of-service.

You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, including Brikl’s Privacy Policy before you may sign up for a Brikl Account or use any Brikl Service.

1. Account Terms

1.1 To access and use the Services, you must register for a Brikl account (“Account”) To complete your Account registration, you must provide us with a valid email address, and any other information indicated as required. Brikl may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.

1.2 You acknowledge that Brikl will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to Brikl and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with Brikl can only be authenticated if they come from your Primary Email Address.

1.3 You must be at least 18 years old and able to access and use the Service or to create a Brikl account. By accessing and using our Service, you represent and warrant that you are 18 years of age or older and have the legal capacity and authority to enter into a contract.

1.4 If you open an account on behalf of a company, organization, or other entity, then “You” includes you and that entity, and You represent and warrant that You are authorized to grant all permissions and licenses provided in this Terms of Service and bind the entity to these Terms of Service, and that you agree to these Terms of Service on the entity’s behalf.

1.5 You are solely responsible for keeping your account credentials secure and you may not disclose your credentials to any third party. You must immediately notify Brikl if you have any reason to suspect that your credentials have been compromised, lost or stolen or in the case of any actual or suspected unauthorized use of your Brikl Account. You are solely responsible for any and all activities performed through your Brikl account. Brikl will not be liable for any loss that you may incur as a result of someone else using your username or password, either with or without your knowledge. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.

1.6 Technical support in respect of the Services is only provided to Brikl Users. Questions about the Terms of Service should be sent to Brikl Support.

1.7 You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission of Brikl.

1.8 You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.

1.9 You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.

1.10 You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means Your Trademarks, copyright content, any products or services you sell through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to Brikl or its affiliates.

2. Account Activation

2.1 Store Owner

(a) Subject to Section 2.1.b), the person signing up for the Service by opening an Account will be the contracting party (“Store Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Store Owner in connection with the Service. You are responsible for ensuring that the name of the Store Owner (including the legal name of the company that owns the Store, if applicable) is clearly visible on the Store’s website.

(b) If you are signing up for the Services on behalf of your employer, your employer will be the Store Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.

(c) A Store Owner may have multiple Brikl Stores. “Store” means the online store (hosted by Brikl or on a third party website), or any storefront built on top of the Storefront API associated with the Account.

2.2 Staff Accounts

(a) You can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. Each Staff Account must include a full legal name and a valid email account. With Staff Accounts, the Store Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information.

(b) The Store Owner is responsible for: (a) ensuring its employees, agents and subcontractors, including via Staff Accounts, comply with these Terms of Service; and (b) any breach of these Terms of Service by the Store Owner’s employees, agents or subcontractors. The Store Owner acknowledges and agrees that Store Owner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Store Owner.

(c) The Store Owner and the users under Staff Accounts are each referred to as a “Brikl User”.

2.3 Payments Processing Agency Appointment.

(a) You authorize Stripe to act as your agent for purposes of processing payments, refunds and adjustments for your transactions, receiving and holding sales proceeds on your behalf, remitting sales proceeds to your bank account, charging your credit card, and paying Brikl and its Affiliates amounts you owe in accordance with this Agreement.

(b) Your sales proceeds will be held in an account with Brikl (a “Seller Account”). Your sales proceeds will be deposited as they are made available. Your sales proceeds will represent an unsecured claim and are not insured by the Federal Deposit Insurance Corporation. You will not receive interest or any other earnings on any sale proceeds. To the extent required by applicable Laws, Stripe will not use any funds held on your behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach such funds.

3. Brikl Rights

3.1 The Services have a range of features and functionalities. Not all Services or features will be available to all Brikl Users at all times and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.

3.2 Brikl does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the goods or services that you offer through the Services, or the Materials uploaded or posted to the Services, violate these Terms of Service.

3.3 Verbal or written abuse of any kind (including threats of abuse or retribution) of any Brikl employee, member, or officer will result in immediate Account termination.

3.4 We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that Brikl employees and contractors may also be Brikl customers or users and that they may compete with you, although they may not use your Confidential Information (as defined in Section 7) in doing so.

3.5 In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, or confirmation of your status as an employee of an entity.

3.6 Brikl reserves the right to determine, in our sole discretion, rightful Account ownership and to transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, Brikl reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.

4. Your Responsibilities

4.1 You acknowledge and agree to provide public-facing contact information and a refund policy on your Brikl Store.

4.2 You acknowledge and agree that any contract of sale made through the Services is directly between you and your Customer. You are the seller of record for all items you sell through the Services. You are responsible for the creation and operation of your Brikl Store, your Materials, the goods and services that you may sell through the Services, and all aspects of the transactions between you and your Customer. This includes, but is not limited to, authorizing the charge to your Customer in respect of your Customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service. You represent and warrant that your Store, your Materials and the goods and services you sell through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, Brikl will have no responsibility for your Store or items sold to your Customers through the Services.

4.3 You may not use the Brikl Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws) or the laws applicable to you in your Customer’s jurisdiction. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your store or that may be held by you) in your use of the Service and your performance of obligations under the Terms of Service.

4.4 You expressly acknowledge and agree that Commission Fees shall be payable in respect of any sales by the Brikl User that were commenced or originated online via the Platform notwithstanding that such sales may subsequently be concluded and paid for offline.

5. Product Listing and Orders

5.1 Brikl’s Support team handles all conflict resolution on behalf of our Providers. Users agree to contact Brikl Support for all conflict resolution. If the produced order does not meet Brikl User or Customer expectations, Users must first contact Brikl Support within 15 days of product delivery and will not contact the Providers. In order to best resolve the matter, the Brikl User should provide all relevant materials for Brikl to investigate the issue, including a description of the produced order, the issue, and quantity of products affected. If a Brikl User contacts the Provider directly, the Brikl User risks account suspension at Brikl’s sole discretion

5.2 Products are unique and produced to the order, therefore, they are non-refundable. By submitting an order to production, you acknowledge that the order execution or order contents (products, shipping method, delivery and return addresses) cannot be further modified. If the shipment details are incorrect, or if the Customer ordered the wrong size or color, Brikl can not be held responsible.

5.3 If tracking of an order states that it has been delivered, yet the Brikl User or the Customer reports it as not received, Brikl reserves the rights to refuse a free of charge Reprint or a Refund. Such cases will be individually investigated by our Support team.

6. Payment of Fees and Taxes

6.1 You will pay the Fees applicable to your subscription to Services (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales ("Gross Revenue") made through your Store (“Commission Fees”), and any other fees relating to shipping, apps, themes or domain names. Together, the Subscription Fees, the Commission Fees or other fees are referred to as the Fees. Gross Revenue refers to the total value of sales generated by you, before deducting certain expenses such as refunds, discounts, coupons and returns.

6.2 You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Brikl will charge applicable Fees to any valid payment method that you provide (“Provided Payment Method”), and Brikl will continue to charge the Provided Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments will be in U.S. currency.

6.3 Subscription Fees are paid in advance and will be billed in monthly intervals (each such date, a “Billing Date”). Commission Fees will be charged from time to time at Brikl’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will appear in the administrative console.

6.4 In the event that Subscription Fees are paid late, we reserve the right to withhold your funds for transactions occurring within your Stores. During this period, you will be unable to establish any new Stores until the pending payment is resolved.

6.5 In case you switch from a monthly (not cancelled) to a yearly subscription, your monthly subscription will be terminated immediately and the yearly subscription will be activated starting from the switching date. The amount charged for unused days within your monthly subscription will be proportionally deducted from the yearly subscription fee.

6.6 If we are not able to process payment of Fees using a Provided Payment Method, we may make subsequent attempts to process payment using any Provided Payment Method. If we are unable to successfully process payment of Fees using an Provided Payment Method within 15 days of our initial attempt, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your storefront during any period of suspension. If the outstanding Fees remain unpaid for 45 days following the date of suspension, Brikl reserves the right to terminate your Account in accordance with Section 12.

6.7 All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).

6.8 You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Brikl’s products and services. To the extent that Brikl charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Provided Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Brikl of your exemption.

6.9 For the avoidance of doubt, all sums payable by you to Brikl under these Terms of Service will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Brikl to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. Brikl will be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Provided Payment Method ignoring any such deduction or withholding that may be required.

6.10 You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale on your Brikl Store or your use of the Services. Any contract of sale made through the Services is directly between you and the customer.

6.11 You must maintain an accurate location in the administrative console of your Brikl Store. If you change jurisdictions you must promptly update your location in the administrative console.

7. Confidentiality and Publicity

7.1 Each party shall, during the term of this Agreement and thereafter, (a) keep confidential, (b) not use for any purposes other than exercising its rights and performing its obligations in connection with this Agreement, and (c) not disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party (Confidential Information), unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of such party from a third party. This Agreement constitutes the Confidential Information of Brikl. Each party shall use reasonable efforts to prevent the unauthorized disclosure of any such information.

7.2 Each party shall notify the other party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorized disclosure of any Confidential Information and shall afford reasonable assistance to the other party, at that other party's reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person. Each party shall be responsible for any breach of this article by its affiliates, directors, agents or any other appointees.

8. Intellectual Property Rights

8.1 Your Materials

(a) We do not claim ownership of the Materials you provide to Brikl; however, we do require a license to those Materials. You grant Brikl a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, translate, and create derivative works of any Materials provided by you in connection with the Services. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. You irrevocably waive any and all moral rights you may have in the Materials in favor of Brikl and agree that this waiver may be invoked by anyone who obtains rights in the materials through Brikl, including anyone to whom Brikl may transfer or grant (including by way of license or sublicense) any rights in the Materials.

(b) If you owned the Materials before providing them to Brikl, despite uploading them to your Brikl Store they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. You can remove your Brikl Store at any time by deleting your Account. Removing your Brikl Store does not terminate any rights or licenses granted to the Materials that Brikl requires to exercise any rights or perform any obligations that arose during the Term.

(c) You agree that Brikl can, at any time, review and delete any or all of the Materials submitted to the Services, although Brikl is not obligated to do so.

(d) You grant Brikl a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your Store (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that Brikl requires the license to exercise any rights or perform any obligations that arose during the Term.

8.2 Brikl Intellectual Property

8.3 You agree that you may not use any trademarks, logos, or service marks of Brikl, whether registered or unregistered, including but not limited to the word mark BRIKL unless you are authorized to do so by Brikl in writing. You agree not to use or adopt any marks that may be considered confusing with the Brikl Trademarks. You agree that any variations or misspellings of the Brikl Trademarks would be considered confusing with the Brikl Trademarks.

8.4 You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include Brikl or Brikl Trademarks or that use or include any terms that may be confusing with the Brikl Trademarks.

8.5 You acknowledge and agree that the Terms of Service do not give you any right to implement Brikl patents.

9. Personal Data and User Data

9.1 Both parties will comply with all applicable laws in connection with the collection and use of personally-identifiable information (Personal Data) in connection with this Agreement.

9.2 User will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Brikl for the duration and purposes of this Agreement so that Brikl may lawfully use, process and transfer the Personal Data in accordance with this Agreement on User's behalf.

9.3 User hereby grants to Brikl a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate User Data to the extent reasonably required for the performance of Brikl’s obligations and the exercise of Brikl’s rights under this Agreement. User warrants to Brikl that User has the right to provide such User Data to Brikl in accordance with this Agreement. User Data means information, data and other content, in any form or medium, including Personal Data, that is collected, downloaded or otherwise received, directly or indirectly from User by or through the Software or Services, but does not include any data collected, downloaded or otherwise received, directly or indirectly from any other user of the Software or Services.

9.4 User consents to Brikl appointing third-party processors of Personal Data and Customer Data under this Agreement. As between User and Brikl, Brikl shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Section.

9.5 Except as expressly provided, this Agreement does not transfer ownership of, or create any licenses (implied or otherwise) in, any Intellectual Property Rights in any data.

10. Brikl's Warranties and Disclaimer

10.1 Brikl controls and operates the Service from various locations and makes no representation that the Service is appropriate or available for use in all locations. Services may not be available in your location or may vary across locations. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SERVICE AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND IS PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW. BRIKL, AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS AND PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.

10.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BRIKL OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

10.3 YOU ACKNOWLEDGE AND AGREE THAT BRIKL IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD BRIKL LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING PROVIDERS OR OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES OR THEIR PRODUCTS RESTS ENTIRELY WITH YOU.

10.4 YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH CUSTOMERS. BRIKL MAKES NO WARRANTY THAT PRODUCTS PROVIDED BY PROVIDERS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. BRIKL MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION PROVIDED BY A PROVIDER.

11. Limits of Liability and Indemnification

11.1 YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BRIKL, ITS OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, ADVERTISERS, OR PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, LOSS OF GOODWILL OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), PRODUCT LIABILITY, EQUITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (a) THE USE OF OR INABILITY TO USE THIS SERVICE, (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING PROVIDERS, (d) ANY OTHER MATTER RELATED TO THE SERVICES.

11.2 You agree to indemnify and hold Brikl and its parent, subsidiaries, affiliates, partners, and Providers, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) your breach of these Terms of Service, including your representations and warranties herein, (b) your negligence or intentional acts or omissions hereunder; or (c) your violation of any law or the rights of a third party.

11.3 You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach.

11.4 Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

11.5 Brikl is not responsible for any of your tax obligations or liabilities related to the use of Brikl’s Services.

12. Term and Termination

12.1 The term of these Terms of Service will begin on the date of your completed registration for use of a Service and continue until terminated by us or by you, as provided below (the Term).

12.2 You may cancel your Account and terminate the Terms of Service at any time by contacting Brikl Support and then following the specific instructions indicated to you in Brikl’s response.

12.3 Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.

12.4 Upon termination of the Services by either party for any reason:

(a) Brikl will cease providing you with the Services and you will no longer be able to access your Account;

(b) unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

(c) any outstanding balance owed to Brikl for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

(d) your Brikl Store will be taken offline.

12.5 If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

13. Dispute Resolution

13.1 It is the intention of the parties to settle amicably by negotiation all disagreements and differences of opinion on matters of performance, procedure and management arising out of this Agreement. Accordingly, it is agreed that the procedure set out in this Section shall be followed before the serving of written notice terminating this Agreement, or in relation to any matter of dispute between the parties concerning performance, procedure or management.

13.2 If any disagreement or difference of opinion arises out of this Agreement, the matter shall be addressed as follows:

(a) the parties shall arrange a call or a meeting to attempt a resolution. Should they not meet within 14 days of the date on which either party convenes a call or meeting to resolve the matter, or should they not be able to resolve the matter within 14 days of first meeting; then

(b) the matter shall promptly be referred to mediation. There shall be one mediator and the location of the mediation and the identity of the mediator shall be agreed to by the parties in advance. The place of the mediation shall be Delaware. The language of the mediation shall be English.

13.3 If, within 30 days of the matter first having been referred to mediation, no Agreement has been reached as to the matter in dispute, the dispute resolution process set out in this Section shall be deemed to have been exhausted in respect of the matter in dispute, and dispute shall be finally settled under the JAMS Comprehensive Arbitration Rules and Procedures (Rules) by one arbitrator appointed in accordance with the said Rules. The place of the arbitration shall be Delaware. The arbitration shall be conducted in English.

13.4 For the avoidance of doubt, this Section shall not prevent either party from seeking injunctive relief in the case of any breach or threatened breach by the other of any obligation of confidentiality or any infringement by the other of the first-named party's Intellectual Property Rights.

14. Modifications

14.1 We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Primary Email Address, providing notice through the Brikl administrative console, or by similar means. However, Brikl may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.

14.2 Brikl may change the Fees for the Services from time-to-time. We will provide you with 30 days advance notice prior to any changes in Fees by sending an email to the Primary Email Account, providing notice through the Brikl administrative console, or by similar means. Brikl will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof).

15. General Conditions

15.1 The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Brikl and govern your use of the Services and your Account, superseding any prior agreements between you and Brikl (including, but not limited to, any prior versions of the Terms of Service).

15.2 The failure of Brikl to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service will remain in full force and effect.

15.3 Save for Brikl and its affiliates, you or anyone accessing Brikl Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service will have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.

15.4 The Terms of Service and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware. Venue for all disputes arising out of or relating to this Terms of Service shall exclusively be in the state or federal courts situated within the State of Delaware, and the parties agree to submit to the personal and exclusive jurisdiction of these courts.

15.5 The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Brik’s Terms of Service available in another language, the most current English version of the Terms of Service at https://www.brikl.com/terms-of-service will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by Brikl (acting in its sole discretion) or as required by applicable law.

15.6 All the terms and provisions of the Terms of Service will be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. Brikl will be permitted to assign these Terms of Service without notice to you or consent from you. You will have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Brikl’s prior written consent, to be given or withheld in Brikl’s sole discretion.

15.7 If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

15.8 On termination, all related rights and obligations under the Terms of Service immediately terminate, except that you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; and Sections 1 (Account Terms), 6 (Payment of Fees and Taxes), 7 (Confidentiality), 8.1 (Intellectual Property and Your Materials), 9 (Personal Data and User Data), 11 (Limitation of Liability and Indemnification), 12 (Term and Termination), 14 (1) (Modifications), and 15 (General Conditions) will survive the termination or expiration of these Terms of Service.

Brikl Legacy Platform - Terms of Service
Please read these terms (“Terms”) as they set out our obligations to you and the conditions of our services and how you may use our website, www.brikl.com, and any associated mobile applications or platforms provided by us (together referred to in these terms as “Platforms”), to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing (“Contract”).
Your attention is particularly drawn to the provisions of clause 11 (Limitation of liability).

ABOUT US

Company details. Brikl BV (Brikl, we and us) is a company incorporated and existing under the laws of Belgium, with its registered office in Belgium at Lastberg 40, 3212 Pellenberg (Lubbeek), and registered with number 0732.954.863 in the register of legal entities of the commercial court Leuven, and known by the VAT administration under the number BE 0732.954.863. We operate the websites www.brikl.com and www.brikl.io.

Contacting us. To contact us telephone our customer service team at EU +32 (0) 16 79 76 62 / US +1 (512) 777 4477 or e-mail info@brikl.com. How to give us formal notice of any matter under the Contract is set out in clause 16.

OUR SERVICES

Our Platform (the “Platform”) provides an online service to help you (the Licensee and you) sell products to buyers online and to produce digital representations of physical product samples, sketches or drawings (“Digitizations”)

Brikl may provide onboarding and training services to the Licensee, in order to get the Licensee to understand the key principles at the heart of the BRIKL software and to improve the Licensee’s success with the Platform. Onboarding and training services provide the Licensee with the necessary knowledge, skills and behaviours in order to use the Platform in an effective manner. Onboarding and training services can be provided through online live training, (interactive) training videos and tutorials, etc.

(hereinafter jointly referred to as the “Services”).

Notwithstanding any communications to the contrary in the past or future, by concluding an agreement with Brikl, the Licensee accepts that only the following norms apply to all contractual, pre-contractual and non-contractual legal relationships between Brikl and the Licensee, both current and future: (in descending ranking order, the next in the absence or by implication of the previous one) (1) the written contract between Brikl and the Licensee; (2) the quote or order confirmation by BrikL; (3) these Terms; (4) Belgian law.

Brikl will provide the Services using reasonable skill and care. We will use all reasonable endeavours to meet any agreed performance dates, but any such dates are estimates only and failure to perform the Services by such dates will not give rise to any liability on our behalf, fine to be paid by us or to the termination of the Contract by the Licensee.

Brikl may make any changes to the Services or Platform which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of the Services, and Brikl shall notify the Licensee in any such event.

Brikl shall not provide, and shall have no liability under this Contract or otherwise in respect of, any services relating to:

the marketing or selling of any of the Licensee products made available for sale via the Brikl Software and/or the Platform (“Products”);

the management of production of any of the Products, any services relating to the returns of any of the Products, any services relating to the quality control of any of the Products, any services relating to the shipping and delivery of any of the Products, and any services relating to customer support (including any requests for any Product returns or replacements);

the registration, purchase monitoring or deactivation of domain names.

Hereinafter jointly referred to as the“Excluded Services”.

ELIGIBILITY

In order to access and use our Services, the Licensee must register for a Brikl account (“Account”) by providing their full legal name, current address, phone number, a valid email address, and any other information indicated as required. Rejection of an application or cancellation of an existing Account shall always be justified by objective reasons. Brikl shall inform you hereof within a reasonable timeframe.

The Licensee confirms that they are receiving any Services provided by Brikl for the purposes of carrying on a business activity and not for any personal, household or family purpose.

The Licensee may not provide access to the Platforms or Services to any third party.

ACCOUNT TERMS

The Licensee is responsible for keeping their password secure and shall never share its password with a third party or give any third party unauthorized access to its Account. Brikl cannot and will not be liable for any loss or damage from their failure to maintain the security of their Account and password.

The Licensee is responsible for all activity and content such as photos, images, videos, graphics, written content, fonts, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with their Account (“Materials”).

The Licensee signing up for the Service by opening an Account will be the contracting party for the purposes of our Terms. If the Licensee is signing up for the Services on behalf of their employer, then they must use their employer-issued email address and they represent and warrant that they have the authority to bind their employer to our Terms.

Based on their Brikl pricing plan, the Licensee can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. With Staff Accounts, the Licensee can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information.

The Licensee is responsible and liable for the acts, omissions and defaults arising from the use of Staff Accounts in the performance of obligations under these Terms as if they were the Licensee’s own acts, omissions or defaults.

Upon completion of sign up for the Service, the Licensee will create an account with Stripe or a similar service provider as may be specified by BrikL in writing from time to time.

ACCESS

Brikl does not guarantee that the Platform, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Platform for business and operational reasons. We will try to give the Licensee reasonable notice of any suspension or withdrawal.

ACCEPTABLE USE

Subject to and in consideration of the Commission (as defined hereinafter), and subject to the following conditions, Brikl hereby grants to the Licensee a non-exclusive, revocable license for the term of the Contract (hereinafter referred to as “Subscription Period”) to use the Brikl Software:

the Licensee’s use of the Brikl Software shall be restricted to use for the normal business purposes of the Licensee (which shall not include allowing the use of the Brikl Software by, or for the benefit of, any person other than an employee of the Licensee);

the Licensee may not use the Brikl Software other than as specified in these Terms without the prior written consent of Brikl, and the Licensee acknowledges that additional fees may be payable on any change of use approved by Brikl;

the Licensee shall not without the prior written consent of Brikl sub-license, assign or novate the benefit or burden of the licence in whole or in part;

the Licensee shall not without the prior written consent of Brikl allow the Brikl Software to become the subject of any charge, lien or encumbrance;

the Licensee shall not without the prior written consent of Brikl deal in any other manner with any or all of its rights and obligations under the Contract; and

The Licensee shall notify Brikl as soon as it becomes aware of any unauthorized use of the Brikl Software by any person. It is the Licensee’s responsibility to comply with the following conditions:

All information provided to register for an Account will be true, accurate and kept up to date;

Not to (or permit any third party to) reproduce, duplicate, copy or re-sell any part of the Platform (including the Brikl Software) in contravention of these Terms;

Not to copy, publish or integrate any Digitizations made with the Brikl Software on third party websites.

Not to (or permit any third party to) access without authority, interfere with, damage or disrupt:

any part of the Platform;

any equipment or network on which the Platform is stored;

any software used in the provision of the Platform (including the Brikl Software); or

any equipment or network or software owned or used by any third party in relation to the Platform.

Not to (or permit any third party to) reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Platform or any associated (Brikl) software and materials, in whole or in part;

The Platform (including the Brikl Software) will not be used:

in any manner that breaches any applicable local, national or international law or regulation;

in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

in any way which is deemed obscene, indecent, offensive, defamatory, threatening or discriminatory;

in a manner which is likely to deceive, impersonates another party or misrepresents the Licensee’s identity or false affiliation with another party;

to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam);

to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

attempt to access, search, store, scrape or download any services or content contained on our Platform on a server or other storage device connected to a network or create an electronic database by systematically downloading and storing all of such pages including without limitation any content uploaded by users through the use of any software or mechanism including without limitation any data mining tool, crawler, automated script or alike.

In the event of a breach of the above, without limitation:

we will be entitled to suspend performance of the Services;

we will be entitled to suspend access to all or any of the Licensee’s (Staff) Accounts;

we may remove or restrict access to our Services;

we will be entitled to terminate the Contract under clause 13 (Termination);

we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our exercise of rights above; and

it will be the Licensee’s responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from breach of this clause 6.

FEES AND CHARGES

In consideration of us providing the Services the Licensee must pay our charges (Charges) in accordance with this clause 7.

Brikl offers various Subscriptions (Subscriptions). The features of the Subscriptions will be as advertised on our Platform.

A fee is chargeable for access to our Subscriptions. Depending on the type of Subscription, the Licensee shall pay a commission and/or monthly subscription fee, as defined hereinafter. The amount of the aforementioned fees and payment plan will be as advertised on our Platform or defined in our quote.

If a commission fee is charged to the Licensee, this shall be in the form of a pecentage on the Gross Revenue generated by each sale by the Licensee via the Brikl Software and/or Platform(hereinafter referred to as the “Commission”). For the purpose of calculation of the Commission, Gross Revenue shall mean income from sales less payment processing fees, shipping fees and taxes. The exact percentage shall be specified in the quote. In case a monthly subscription fee is charged, the exact fee shall be sprecified in the quote.

The Licensee expressly acknowledges and agrees that the Commission shall be payable (in accordance with clause 7.4) in respect of any sales by the Licensee that were commenced or originated online via the Brikl Software and/or Platform or via the Licensee’s website (e.g. in circumstances where a customer designed a Product in 2D/3D online via the Brikl Software and/or Platform or via the Licensee’s website) notwithstanding that such sales may subsequently be concluded and paid for offline. If the Licensee wishes to change the type of Subscription after the Subscription Period has begun, and we agree to such change, we will modify the Commission and/or (monthly) fees accordingly and/or an additional fee can be charged.

Onboarding and training services will be charged in the form of a one-time onboarding fee. In case you cannot attend a training session, you must inform us with 24hr notice, otherwise those services will be charged.

For each Digitization created by means of the Brikl Software and/or the Platform, the Licensee will be charged. Digitization fees are invoiced separately at the end of each month. They are included in the quote, but the number of Digitizations mentioned in the quote is indicative.

The Licensee may purchase additional features which fall outside of its Subscription on an ad hoc basis. The available additional features will be as advertised on our Platform (Additional Services).

In the event of an increase of one or more price factors (such as, but not limited to currency fluctuations, increases of prices for materials, wages, salaries, social taxes, costs imposed by the government, levies and taxes, server and communication costs, significant changes in the sales volume of the Licensee), Brikl shall be entitled to change the amount of the monthly subscription fee and/or the Commission, or the fees for Additional Services accordingly and in accordance with the legally permitted standards. In the event that Brikl changes the amount of the monthly subscription fee and/or the Commission, or the fees for Additional Services, Brikl will send the Licensee notice of the changes by email in advance. In respect of monthly subscription fees and/or the Commission, the change will take effect from the next month following the date of the change. In respect of Additional Service Fees, the changes will take effect after 30 (thirty) days. The Licensee will be deemed to accept the new price if the Licensee does not unsubscribe from the Service.

We take all reasonable care to ensure that the prices stated on our Platform are correct , however, please see clause 7.11 for what happens if we discover an error in the price of the Additional Services or Subscriptions ordered.

It is always possible that, despite our reasonable efforts, the Additional Services or Subscriptions on our Platform may be incorrectly priced. Where the correct price for the Additional Services or Subscriptions is less than the price stated on our Platform, we will charge the lower amount and if the correct price for the Additional Services or Subscriptions is higher than the price stated on our Platform, we will contact the Licensee as soon as possible to inform you of this error and we will give you the option of continuing to purchase the (Additional) Services at the correct price or cancelling the Subscription or Additional Services. We will not process your order until we have the Licensee’s instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process the order where a pricing error is obvious and unmistakable and could reasonably have been recognized by you as a mispricing, we may cancel the supply of the Additional Services or Subscription and refund the Licensee any sums paid.

Brikl may in its sole discretion offer a free trial period, a reduced or waived subscription fee and/or Commission, a reduced or waived Additional Service Fee. Brikl is under no obligation to offer free access to its Services. Brikl may terminate access on a promotional basis at any time, for any reason, without recourse for the Licensee.

PAYMENT TERMS

Payment of the subscription fee is by direct debit. The Licensee’s credit or debit card will be charged automatically on commencement of each month. Brikl will not be responsible for any credit card, bank or similar charges.

The Licensee shall create an account with Stripe or a similar service provided specified by BRIKL in writing from time to time. The Licensee understands that: (a) its Stripe account (or similar service) shall be its default payment account for the Brikl Software; (b) the Licensee shall be solely responsible for activating and maintaining this payment account; and (c) if it does not wish to activate and maintain this account, the Licensee is solely responsible for deactivating this account. When the aforementioned invoicing practices have been implemented, the Commission fee shall be paid per transaction in derogation of article 8.1 of these Terms.

For the Additional Services, the Licensee will be provided with an electronic invoice at the end of the month in which (part of) the Additional Services are provided. Unless otherwise stated in the quote, invoices are payable within 15 calendar days as from the invoice date. For any failed or cancelled payments, a EUR 50 administration fee will be levied. Brikl reserves the right to invoice all Services in several installments or to request a payment in advance before commencing the execution of the Services.

If the Licensee fails to make any payment due to Brikl under the Contract by the due date for payment, then, without limiting Brikl remedies under the Contract, the Licensee shall pay interest on the overdue amount at the statutory interest rate applicable at that time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Licensee shall pay the interest together with the overdue amount. Licensee authorizes their credit or debit card on file can be charged automatically by Brikl for any past due invoices.

In the event any payment of any Charges fails, Brikl reserves the right to immediately suspend the provision of Services until the Charges have been paid in full. Brikl shall not be liable for any costs or losses sustained or incurred by the Licensee arising directly or indirectly from the suspension of Services by us in accordance with this clause 8.

The Licensee must pay all amounts due under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Our Charges are exclusive of VAT/Sales Tax. Where VAT/Sales Tax is payable in respect of some or all of the Services the Licensee must pay us such additional amounts in respect of VAT/Sales Tax, at the applicable rate, at the same time as the Licensee pays the Charges.

The Licensee expressly acknowledges and agrees that Commission shall be payable (and shall not be repayable) in circumstances where the Licensee issues a return or a refund to a customer in respect of any Product.

INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in or arising out of or in connection with the Platform (including the Brikl Software) and our Services (other than intellectual property rights in any materials provided by the Licensee) will be owned by Brikl, including (without limitation) rights to software, copyright, trademarks, design rights, patents and rights to inventions.

The Licensee shall be the sole proprietor of all intellectual property rights in the Products (such as logos, designs, patterns, trademarks,...). Brikl shall have no rights in respect of any such intellectual property rights except to the extent that use of such intellectual property rights (e.g. copyright or trade marks) is required for the provision of the Services under the Contract (e.g. to make images of the Products available via the Brikl Software). Under no circumstances shall this be considered as a transfer of the intellectual property rights to Brikl.

Brikl grants to the Licensee a worldwide, non-exclusive, royalty-free licence during the term of the Subscription to the rights asserted at clause 9.1 above (excluding materials provided by the Licensee) for the purpose of receiving and using the Services in the course of business. The Licensee may not sub-license, assign or otherwise transfer the rights granted in this clause 9.3. All other rights are expressly reserved.

Any known or suspected infringement of intellectual property rights should be immediately reported to: info@brikl.com.

WARRANTIES

Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Services or Platform (including the Brikl Software). Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, by common law or otherwise (including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose and the use of reasonable skill and care are, to the fullest extent permitted by law, excluded from these Terms.

Information and other materials provided on the Platform are provided for general information only. Although Brikl makes reasonable efforts to update information and other materials, Brikl makes no representations, warranties or guarantees, whether express or implied, that the content on the Platform is accurate, complete or up-to-date and excludes all liability in respect of any reliance on such information and other materials. Brikl represents and warrants to the Licensee that the Services will be performed in accordance with all applicable laws and regulations and with all reasonable skill and care and that to the best of its knowledge and belief at the date of the Contract.

No representation or warranty is given by Brikl that all faults will be fixed, or will be fixed within a specified period of time.

LIMITATION OF LIABILITY

Nothing in these terms limits or excludes our liability for:

death or personal injury caused by our gross negligence, or the gross negligence of our employees, agents or subcontractors;

fraud or fraudulent misrepresentation.

Subject to clause 11.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

loss of profits;

loss of sales or business;

loss of agreements or contracts;

loss of anticipated savings;

loss of use or corruption of software, data or information;

loss of or damage to goodwill; and

any other indirect or consequential loss.

Subject to this clause, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid to us under these Terms in the twelve month period preceding the date our liability arises.

In no event will Brikl be liable for the acts, omissions or failures of the Licensee using the Platform (including the Brikl Software).

The Licensee is responsible for ensuring the accuracy and suitability of any Digitizations and any corresponding technical information (including dimensions, construction details, materials, colours and labelling). Brikl gives no guarantee or warranty as to the accuracy or suitability of Digitizations, the sample products they represent and any information available on our Platform. In no event will Brikl be liable for any inaccuracies or errors in technical specifications or Digitizations. It is the Licensee’s responsibility to ensure accuracy.

In the course of providing the Services (and in particular the support services), Brikl shall under no circumstances be held liable for and shall have no obligation to correct any faults that arise from:

use of the Brikl Software in combination with any equipment or software not provided by Brikl or not designated by Brikl for use with any modification forming part of the Brikl Software, or any fault in any such equipment or software; or

any incorrect and/or incomplete information that was provided to the Licensee by any third party.

any operational error by the Licensee or any breach of the Licensee's obligations under these Terms.

The Platform (including the Brikl Software) is provided to the Licensee “as is”, without any explicit or implicit guarantees of any nature, express or implied, including – without being limited thereto – the warranties of accuracy, correctness, reliability, recency, fitness for a particular purpose, title and non-infringement or result of use. We do not guarantee that the Platform (including the Brikl Software) will be secure or free from bugs or viruses. The Licensee is responsible for configuring their information technology, computer programmes and devices in order to access the Platform. The Licensee should use their own virus protection software.

Where the Platform contains links to other sites and resources provided by third parties, these links are provided for information purposes only. Such links should not be interpreted as approval by Brikl of those linked websites or information that may be obtained from them. Brikl has no control over the contents of those sites or resources and excludes all liability in respect of any third party sites, resources or services.

The Licensee agrees that, in entering into this Contract, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in these Terms or (if it did rely on any representations, whether written or oral, not expressly set out in these Terms) that it shall have no remedy in respect of such representations and (in either case) Brikl shall not in any circumstances have any liability otherwise than in accordance with the express terms of these Terms.

The Brikl Software is a web-based platform for exchanging information and concluding sale and purchase transactions between buyers and sellers and accordingly Brikl shall not represent the Licensee or any customer in any specific transaction. Brikl shall have no control over the quality, safety, lawfulness or availability of any Products offered for sale via the Brikl Software and accordingly Brikl shall have no liability in respect of any uncompleted sales, inconveniences, business disruptions or any other similar loss, expenditure or liability that may arise in relation to the use of the Brikl Software.

The exclusions in this clause shall apply to the fullest extent permissible at law, unless specified otherwise.

All dates supplied by Brikl for the delivery of the modifications or the provision of Services shall be treated as approximate only. Brikl shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

This clause 11 will survive termination of the Contract between Brikl and the Licensee.

CONFIDENTIALITY

Each party undertakes that it will not at any time disclose to any person the other party’s Confidential Information, except as permitted by clause 12.2. “Confidential Information” shall mean all confidential information of the disclosing party, whether directly or indirectly disclosed, including:

all confidential or proprietary information relating to:

the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities; and

the operations, processes, product information, know-how, technical information, designs, trade secrets or software;

any information, findings or data derived from Confidential Information;

any Digitizations supplied by Brikl; and

any other information that is identified as being of a confidential or proprietary nature.

Each party may disclose the other's Confidential Information:

to such of its respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out its respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 2.2; and

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Each party may only use the other's Confidential Information for the purpose of fulfilling its respective obligations under these Terms.

The obligations arising out of this article shall survive the termination of the Contract between Brikl and the Licensee, at least until the Confidential Information becomes public knowledge other than by breach of these Terms by the receiving party.

TERMINATION

Unless otherwise agreed upon in writing, the Contract is concluded for an indefinite period of time. Each party has the right to terminate the Contract by sending a cancellation request by email to the other party. A termination period of 30 calendar days shall be applicable.

Notwithstanding the possibility of the parties to terminate the Contract under article 13.1 of these Terms, and without prejudice to any rights that have accrued under this Contract or any of its rights or remedies, either party may at any time terminate this Contract (including the Licensee) with immediate effect by giving written notice to the other party if:

the other party fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 30 calendar days after being notified in writing to make such payment;

the other party commits a material breach of any term of these Terms (other than failure to pay any amounts due under this Contract) and (if such breach is remediable) fails to remedy that breach within a period of 30 calendar days after being notified in writing to do so;

the other party repeatedly breaches any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract;

The Licensee takes any step or action in connection with it entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

The Licensee suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business.

Termination of the Contract will not affect the Licensee’s or Brikl’s rights and remedies that have accrued as at termination.

Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

If a party is required by any law, regulation, or government or regulatory body to retain any documents or materials containing the other party's Confidential Information, it shall notify the other party in writing of such retention, giving details of the documents and/or materials that it must retain.

On termination of this Contract for any reason, the Licensee's right to receive the Services shall cease automatically and the Licensee shall as soon as reasonably practicable:

return, destroy or permanently erase any documents, handbooks, CD-ROMs or DVDs or USB’s or other information or data provided to it by Brikl containing, reflecting, incorporating or based on Confidential Information belonging to Brikl. If required by Brikl, it shall promptly provide written evidence that these have been destroyed and that it has not retained any copies of them; and

return all of the Brikl’s equipment and materials, failing which, Brikl may enter the relevant premises and take possession of them. Until these are returned or repossessed, the Licensee shall be solely responsible for their safe-keeping.

On termination of this Contract for any reason, the Licensee shall immediately pay any outstanding unpaid invoices and interest due to Brikl. Brikl shall submit invoices for any Services that it has supplied, but for which no invoice has been submitted, and the Licensee shall pay these invoices immediately on receipt. All Commissions shall remain due until the date of termination or expiry of the termination period. In case the Licensee wishes to cancel the Subscription during the onboarding phase, the Licensee shall pay a cancellation fee which shall consist of all fees due for onboarding and training services, even if they were not yet (fully) provided.

DATA PROTECTION AND DATA PROCESSING

Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause in addition to, and does not relieve, remove or replace, a party's obligations under the General Data Protection Regulation 2016/679 of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (hereinafter “Data Protection Legislation”). The terms Data Processor, Data Controller and Personal Data will be defined as in the Data Protection Legislation.

The parties acknowledge that:

If Brikl processes any personal data on the Licensee's behalf when performing its obligations under this Contract, the Licensee is the Data Controller and BrikL is the Data Processor for the purposes of the Data Protection Legislation. Brikl shall process Personal Data only on the written instructions of the Licensee unless Brikl is required by the laws of any member of the European Union or by the laws of the European Union applicable to Brikl or by a court decision to process Personal Data. The Licensee will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Brikl for the duration and purposes of this Contract so that Brikl may lawfully use, process and transfer the Personal Data in accordance with this Contract on the Licensee's behalf.

If Brikl processes any Personal Data of the Licensee in the context of the performance of the Contract, Brikl is the data controller for the purposes of the Data Protection Legislation.

Brikl will only request the Personal Data (as defined in the Data Protection Legislation) of the Licensee and the customers of the Licensee that are necessary for the purpose of providing the Services. Brikl will only process Personal Data on a legal basis. The Licensee grants Brikl permission to include the Personal Data in an automated data file. These Personal Data will be used and processed in accordance with Brikl’s Privacy Statement (to be consulted at [https://www.brikl.com/privacy]). The Licensee authorizes Brikl to transfer these data to third parties for the purpose of performing the Contract.

Personal Data may be transferred or stored outside the EEA and or the country where the Licensee is located in order to carry out the Services and Brikl other obligations under this Contract. Any transfer of Personal Data outside the EEA to a recipient which residence or registered office does not fall under an adequacy decision issued by the European Commission, shall be governed by the terms of a data transfer Contract, which shall contain: (i) standard contractual clauses as published in the Decision of the European Commission or (ii) any other mechanism foreseen by the Data Protection Legislation and/or and other applicable rules concerning the processing of Personal Data.

Taking into account the state of the art, Brikl implements appropriate technical and organizational measures for the protection of (i) Personal Data – including protection against careless, improper, unauthorized or unlawful use and/or processing and against accidental loss, destruction or damage – (ii) the confidentiality and integrity of Personal Data.

In case Brikl acts in the capacity of Data Processor:

Brikl shall, to the extent legally permitted, promptly notify the Licensee if it receives a request from a Data Subject (as defined in the Data Protection Legislation) for access to, correction, amendment or deletion of that Data Subject’s Personal Data.

assist the Licensee, at the Licensee's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

notify the Licensee without undue delay on becoming aware of a Personal Data breach.

NON-SOLICITATION

The Licensee must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during any Subscription Period and for a period of twelve months following termination of the Contract.

COMMUNICATIONS

When we refer to "in writing" in these Terms, this includes email.

Any notice given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email addressed to info@brikl.com for Brikl and the Licensee.

A notice or other communication is deemed to have been received:

if delivered personally, on signature of a delivery receipt;

if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the fifth working day after posting; or

if sent by email, at 9.00 am the next working day after transmission.

In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email that such email was sent to the specified email address of the addressee.

The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

THESE TERMS

Brikl may change these Terms at any time. We will notify the Licensee of such changes at least 14 calendar days before coming into effect. Should the Licensee disagree with any material changes to these Terms, it may terminate its Subscription with immediate effect. If the Licensee does not terminate its Subscription before the date the changes come in to effect or the Licensee continues to access or use the Platform (including the Brikl Software), the Licensee will be deemed to accept the changes.

FORCE MAJEURE AND HARDSHIP

Brikl is not liable for any shortcoming in the performance of any obligation caused by force majeure or hardship.

In case of force majeure or hardship Brikl may, without prior notice of default or recourse to a court of law and without any right of recourse for the Licensee with regard to Brikl, at its discretion: (1) temporarily suspend performance of its obligations; (2) dissolve the Contract between Brikl and the Licensee by registered letter and without recourse to a court of law; and/or (3) invite the Licensee to renegotiate the Contract between Brikl and the Licensee.

If the Licensee does not participate in good faith in the renegotiation, Brikl may, in accordance with article 19 of these Terms, request the arbitral tribunal to determine new contractual conditions and/or order the Licensee to pay compensation.

By force majeure and hardship are understood, among others (this list is purely given as an example): unavailability and/or scarcity of certain materials, , exceptional weather conditions, strikes, mobilisation, wars, disease or accidents, epidemic and pandemic, communication and information technology breakdowns, government measures, export bans, delays in deliveries, transport and/or travel obstacles.

GOVERNING LAW AND DISPUTE RESOLUTION

These Terms, including any dispute arising out of or in connection with it or its subject matter or formation shall be solely governed by and construed in accordance with the laws of Belgium.

Any dispute between the parties shall as much as possible be settled amicably. In case the parties do not reach an agreement within a period of thirty (30) calendar days after the negotiations have started, the dispute shall be settled in conformity with article 19.3 of these Terms.

If the dispute is not settled within a period of thirty (30) calendar days after the negotiations between the parties have started, the parties hereby undertake to apply the CEPANI Mediation Rules. Unless otherwise agreed upon between the parties, the place of the mediation shall be Brussels (Belgium) and the proceedings shall be conducted in the English language. Should the mediation fail, the dispute shall be finally settled under the CEPANI Rules of Arbitration by one arbitrator appointed in accordance with the said Rules. The place of the arbitration shall be Brussels (Belgium) and the arbitration shall be conducted in the English language.

GENERAL

Status. Nothing in this Contract is intended to, or shall be deemed to, establish any partnership between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

Assignment and transfer.

Brikl may assign or transfer its rights and obligations under the Contract to another entity.

The Licensee may only assign or transfer its rights or its obligations under the Contract to another entity if we agree in writing.

Variation. Any variation of the Contract only has effect if it is confirmed by authorised representatives of both parties in writing.

Waiver. If Brikl does not insist that the Licensee performs any of its obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement. If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

Third-party rights. No one other than a party to this Contract, their successors and permitted assignees shall have any right to enforce any of its terms.

Further assurance. Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Contract.

Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter.

Language. These Terms and the Contract are made only in the English language.

Licensee copy. Licensee should save a copy of these Terms for future reference.

Version. May 2021

Brikl Legacy Platform - Terms of Service