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 affiliatess

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 by 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 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, a refund policy and order fulfilment timelines 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 the customer in respect of the 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 Customers through the Services.

4.3          You are solely responsible for the goods or services that you may sell through the Services (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.

4.4          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), 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.

4.5          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          Brikl does not provide refunds for orders still in transit, unless they are deemed lost and not replaceable by our Support team.

5.4          The Brikl User is responsible for ensuring that the specified delivery address for each and every order is valid and accurate. If a delivery of an order is incomplete due to an invalid or incorrect address, the Brikl User can either request a reshipment or cancellation of the order. Costs associated with reshipment of the Order and/or cancellation shall be borne by the Brikl User.

5.5          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 made through your Store (Commission Fees), and any other fees relating to shipping, apps, themes or domain names. Together, the Subscription Fees and the Commission Fees referred to as the Fees.

6.2          You will pay Commission Fees based on the amount redeemed through coupon codes, which will be automatically charged to your Provided Payment Method.

6.3          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.

6.4          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 your dashboard.

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 28 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 connect 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, and 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 then, 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 OFFICER, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, ADVERTISES, 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 (a) 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.