BRIX SERVICE AGREEMENT

BRIX SERVICE AGREEMENT

This BRIX Service Agreement, including its exhibits, (the “Agreement”) is concluded

BY AND BETWEEN

BRIX Global a.s. having a registered business address at BPM Consulting doo, Serbia, Bulevar JNA 123B, Beograd

AND

The individual or entity as indicated herein below in the signature block to this Agreement (the “Client”).

BRIX and the Client are hereby collectively referred to as the “Parties” and each individually a “Party”. The Agreement contains the terms and conditions that govern Client’s access to and use of the software-as-a-service available at https://brix365.com, the related software and services (collectively, the “Services”). This Agreement takes effect when both Parties execute this Agreement, or as of the specifically set date, or earlier when the Client effectively starts using the Services for the first time (the “Effective Date”). The Client hereby represents toBRIX that the Client is lawfully able to enter into legally binding contracts. If the person signing this Agreement is entering into this Agreement on behalf of an entity, the signatory represents toBRIX that the signatory has the legal authority to bind that entity.

1. Use of the Services.

1.1 General. The Client may access and use the Services in accordance with this Agreement , BRIX Website Terms and Conditions (the “Terms”), and the terms and conditions that apply to certain Services. The Client will comply with the terms of this Agreement and all laws, rules, and regulations applicable to the Client’s use of the Services.

1.2. To access the Services, the Client must have an BRIX account associated with a valid email address and a valid form of payment (the “Account”). Unless explicitly permitted by the Terms, the Client may only create one Account per email address.

1.3 Third-Party Content. The content made available to the Client through the Services or in conjunction with the Services (the “Third-Party Content”) may be used by the Client at Client’s election. Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges.

1.4 List of the Services. The list of the Services and the specifications related thereto are provided in Annex I to the Agreement.

1.5 Software license. The software license applicable to the Client’s access and use of the software associated with the Services (the “Software”) is provided in Annex III to the Agreement.

2. Changes.

2.1 Services.BRIX may, at its sole discretion, change or discontinue any of the Services from time to time.BRIX agrees to provide the Client with at least 3-months’ prior notice ifBRIX discontinues material functionality of a Service that the Client is using, or materially alter a customer-facing API that the Client is using in a backward-incompatible fashion, except that this notice will not be required if the 3-months’ notice period (a) would pose a security or intellectual property issue toBRIX or the Services, (b) is economically or technically burdensome, or (c) would causeBRIX to violate legal requirements.

2.2 Agreement.BRIX may change this Agreement from time to time in accordance with Section 12.

3. Security and Data Privacy.

3.1 Security. Without limiting Section 10 or Client’s obligations under Section 4.2,BRIX will implement reasonable and appropriate measures to secure any content submitted or generated by the Client through the Services (the “Client’s Content”) against accidental or unlawful loss, access or disclosure.

3.2 Storage and disclosure of the Client’s Content. If the functionalities of the Services permit it, the Client may specify the regions in which the Client’s Content will be stored.BRIX will not access or use the Client’s Content except as necessary to maintain or provide the Services, or as necessary to comply with the law or a binding order of a governmental body.BRIX will not (a) disclose the Client’s Content to any government or third party or (b) subject to Section 3.4, move the Client’s Content from the regions selected by the Client; except in each case as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body,BRIX will give the Client notice of any legal requirement or order referred to in this Section 3.2.

3.3 Data protection. The Parties agree to individually comply with the data protection laws applicable in their respective jurisdictions.BRIX will only use Client’s personal data in accordance with theBRIX Privacy Policy. To the extent the Client’s Content includes personal data, such personal data will be processed in accordance with theBRIX data processing agreement.

3.3 The Service Data. To provide billing and administration services,BRIX may process means Services usage data related to the Account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics, and analytics, (the “Service Data”) in the region(s) where the Client uses the Services and the respective regions globally. To provide the Client with support services initiated by the Client and investigate fraud, abuse, or violations of this Agreement,BRIX may process the Service Data whereBRIX maintains its support and investigation personnel.

4. Client’s Responsibilities.

4.1 Accounts. Except to the extent caused by BRIX’s breach of this Agreement, (a) the Client is responsible for all activities that occur under the Account, regardless of whether the activities are authorized by the Client or undertaken by the Client, Client's employees, any individuals or entities that directly or indirectly access or use the Client’s Content (the “Authorised Users”), or a third party, and (b)BRIX and its affiliates shall not be responsible for unauthorized access to the Account.

4.2 The Client’s Content. The Client will ensure that the Client’s Content and the Client’s or Authorised User’s use of the Client’s Content or the Services will not violate this Agreement or any applicable law. The Client is solely responsible for the development, content, operation, maintenance, and use of the Client’s Content.

4.3 Security and Backup. The Client is responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect, and backup the Account and the Client’s Content in a manner that will provide appropriate security and protection, which might include the use of encryption to protect the Client’s Content from unauthorized access and routinely archiving the Client’s Content.

4.4 Log-In Credentials and Account Keys. The log-in credentials and private keys generated by the Services are for Client’s internal use only and the Client will not sell, transfer or sublicense them to any other entity or person, except the Authorised Users.

4.5 Authorised Users. The Client will be deemed to have taken any action that the Client permits, assists or facilitates any person or entity to take related to this Agreement, the Client’s Content or use of the Services. The Client is responsible for the Authorised Users ’use of the Client’s Content and the Services. The Client will ensure that all Authorised Users comply with Client’s obligations under this Agreement and that the terms of Client's agreement with each Authorised User are consistent with this Agreement. If the Client becomes aware of any violation of Client's obligations under this Agreement caused by an Authorised User, the Client will immediately suspend access to the Client’s Content and the Services by such Authorised User and informBRIX immediately of such violation.BRIX does not provide any support or services to Authorised Users unlessBRIX has a separate agreement with the Client obligatingBRIX to provide such support or services.

5. Fees and Payment.

5.1 Service Fees. As compensation for the Services, the Client shall pay toBRIX the fees defined in Annex II to the Agreement (the “Service Fees”) by using the payment details provided byBRIX in the invoice issued to the Client (the “Invoice”). The Service Fees are due on the date indicated in the Invoice. Should the Client fail to pay the Invoice before the due date,BRIX reserves the right to suspend or terminate the Services and charge interest on any amounts due until the total of Service Fees due is paid in full. The Client shall be responsible for covering all collection costs, including legal costs on an indemnity basis, incurred as a result of collecting any overdue amounts, including interest at the rate of 0,5% per month (or the highest rate permitted by law, if less) on all late payments. The Client agrees not to holdBRIX liable for payments that do not reachBRIX due to Client’s failure to quote correct payment information or if Client’s payment is refused for any other reason. The Client shall be solely responsible for the payment of any and all fees to any third-party payment processor involved in the processing of the Service Fees, including, but not limited to, payment service fees.

5.2 Calculation of the Service Fees.BRIX calculates and charges the Service Fees monthly, once in 6 months, or yearly, as agreed with the Client.BRIX reserves the right to bill the Client more frequently for fees accrued ifBRIX suspects that the Account is fraudulent or at risk of non-payment. All amounts payable by the Client under this Agreement will be paid toBRIX without setoff or counterclaim and without any deduction or withholding. Fees and charges for any new Services or new feature of the Services will be effective upon BRIX's posting of the updated Service Fees and charges on theBRIX website unlessBRIX expressly states otherwise in a notice.BRIX may increase or add new fees and charges for any existing Services the Client is using by giving the client at least 30-days’ prior notice. 5.3 Taxes. Each Party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments under this Agreement. All fees payable by the Client are exclusive of any applicable sales or other taxes (the "Indirect Taxes”), except where applicable law requires otherwise.BRIX may charge and the Client agrees to pay applicable Indirect Taxes thatBRIX is legally obligated or authorized to collect from the Client. The Client will provide such information toBRIX as reasonably required to determine whetherBRIX is obligated to collect Indirect Taxes from the Client.BRIX will not collect, and the Client will not pay, any Indirect Tax for which the Client furnishesBRIX a properly completed exemption certificate or a direct payment permit certificate for whichBRIX may claim an available exemption from such Indirect Tax. All payments made by the Client toBRIX under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, the Client will pay such additional amounts as are necessary so that the net amount received byBRIX is equal to the amount then due and payable under this Agreement.BRIX will provide the Client with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.

6. Temporary Suspension.

6.1 General.BRIX may suspend the Client's or any Authorised User’s right to access or use any portion or all of the Services immediately upon notice to the Client ifBRIX determines:

  • (a) Client’s or an Authorised User’s use of the Services (i) poses a security risk to the Servicesor any third party, (ii) could adversely impact BRIX's systems, the Services, or any otherBRIX customer, (iii) could subject BRIX, its affiliates, or any third party to liability, or (iv) could be fraudulent;
  • (b) the Client or the Authorised User breaches any provision of this Agreement;
  • (c) the CLient is in breach of the payment obligations under Section 5;
  • (d) the Client has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Client’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

6.2 Effect of Suspension. IfBRIX suspends Client's right to access or use any portion or all of the Services:

  • (a) the Client remains responsible for all fees and charges the Client incurs during the period of suspension;
  • (b) the Client will not be entitled to any service credits for any period of suspension.

7. Term and Termination.

7.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 7. Any notice of termination of this Agreement by either Party to the other must include a termination date that complies with the notice periods in Section 7.2.

7.2 Termination.

  • (a) Termination for Convenience. The Client may terminate this Agreement for any reason by providingBRIX a written notice and closing the Account for all Services for whichBRIX provides an Account closing mechanism.BRIX may terminate this Agreement for any reason by providing at least 30 days’ advance notice to the Client.
  • (b) Termination for Cause.
    • (i) Either Party may terminate this Agreement for cause if the other Party is in material breach of this Agreement and the material breach remains uncured for a period of 30 calendar days from receipt of notice by the other Party. No later than the termination date, the Client will close the Account.
    • (ii)BRIX may also terminate this Agreement immediately upon notice to the Client (A) for cause ifBRIX has the right to suspend under Section 6, (B) if BRIX’s relationship with a third-party partner who provides software or other technologyBRIX uses to provide the Services expires, terminates or requiresBRIX to change the wayBRIX provides the software or other technology as part of the Services, or (C) in order to comply with the law or requests of governmental entities.

7.3 Effect of Termination.

  • (a) General. Upon the termination date:
    • (i) except as provided in Section 7.3(b), all Client’s rights under this Agreement immediately terminate;
    • (ii) the Client remains responsible for all fees and charges the Client has incurred before the termination date and the Client is responsible for any fees and charges the CLient incurs during the post-termination period described in Section 7.3(b);
    • (iii) the Client will immediately return or, if instructed by us, destroy all content belonging toBRIX in Client's possession;
    • (iv) Sections 4.1, 5, 7.3, 8 (except Section 8.3), 9, 10, 11, 13 and 14 will continue to apply in accordance with their terms.
  • (a) Post-Termination. UnlessBRIX terminates Client's use of the Services pursuant to Section 7.2(b), during the 30 days following the termination date:
    • (i)BRIX will not take action to remove from theBRIX systems any of the Client’s Content as a result of the termination;
    • (ii)BRIX will allow the Client to retrieve the CLient's Content from the Services only if the Client has paid all amounts due under this Agreement. For any use of the Services after the termination date, the terms of this Agreement will apply and the Client will pay the applicable fees at the rates under Section 5.

8. Proprietary Rights.

8.1 The Client's Content. Except as provided otherwise in this Agreement,BRIX obtains no rights under this Agreement from the Client (or Client's licensors) to the Client's Content. The Client hereby consents to BRIX’s use of the Client's Content to provide the Services to the Client and any Authorised Users.

8.2 Adequate Rights. The Client hereby represents and warrants toBRIX that: (a) The Client or its licensors own all right, title, and interest in and to the Client’s Content; (b) the Client has all rights in the Client’s Content necessary to grant the rights contemplated by this Agreement; and (c) none of the Client’s Content or Authorised Users ’use of the Client's Content or the Services will violate this Agreement.

8.3 Restrictions. Neither the Client nor any Authorised User will use the Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither the Client nor any Authorised User will, or will attempt to (a) reverse engineer, disassemble, or decompile the Services or any content related to the Services (the “BRIX Content”) or apply any other process or procedure to derive the source code of any software included in the Services orBRIX Content (except to the extent applicable law doesn’t allow this restriction), (b) access or use the Services orBRIX Content in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (c) resell the Services orBRIX Content. The Client is not allowed to use any trademarks or service marks related to the Services orBRIX without written prior permission from BRIX. The Client will not misrepresent or embellish the relationship betweenBRIX and the Client (including by expressing or implying thatBRIX supports, sponsors, endorses, or contributes to the Client or yits business endeavors). The Client will not imply any relationship or affiliation betweenBRIX and the Client except as expressly permitted by this Agreement.

8.4 Suggestions. If the Client provides any feedback or suggestions (collectively, the “Suggestions”) toBRIX or its affiliates,BRIX and its affiliates will be entitled to use the Suggestions without restriction. The Client hereby irrevocably assigns to BRIX all right, title, and interest in and to the Suggestions and agree to provideBRIX any assistanceBRIX may require to document, perfect, and maintain BRIX’s rights in the Suggestions.

9. Indemnification.

9.1 General. The Client will defend, indemnify, and hold harmless BRIX, its affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any losses arising out of or relating to any third-party claim concerning: (a) Client's or any Authorised Users ’use of the Services (including any activities under the Account and use by Client's employees and personnel); (b) breach of this Agreement or violation of applicable law by the Client, Authorised Users or the Client’s Content; or (c) a dispute between the Client and any Authorised User. The Client will reimburseBRIX for all attorneys’ fees, as well as BRIX's employees’ and contractors’ time and materials spent responding to any third-party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (c) above at BRIX’s then-current hourly rates.

9.2 Intellectual Property.

  • (a) Subject to the limitations in this Section 9,BRIX will defend the Client and its employees, officers, and directors against any third-party claim alleging that the Services infringe or misappropriate that third party’s intellectual property rights.
  • (b) Subject to the limitations in this Section 9, the Client will defend BRIX, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of the Client's Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
  • (c) Neither Party will have obligations or liability under this Section 9.2 arising from infringement by combinations of the Services or the Client's Content, as applicable, with any other product, service, software, data, content or method. In addition,BRIX will have no obligations or liability arising from Client’s or any Authorised User’s use of the Services afterBRIX has notified the Client to discontinue such use. The remedies provided in this Section 9.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by the CLient’s Content.
  • (d) For any claim covered by Section 9.2(a),BRIX will, at its election, either: (i) procure the rights to use that portion of the Services alleged to be infringing; (ii) replace the alleged infringing portion of the Services with a non-infringing alternative; (iii) modify the alleged infringing portion of the Services to make it non-infringing; or (iv) terminate the allegedly infringing portion of the Services or this Agreement.

9.3 Process. The obligations under this Section 9 will apply only if the Party seeking defense or indemnity: (a) gives the other Party prompt written notice of the claim; (b) permits the other Party to control the defence and settlement of the claim; and (c) reasonably cooperates with the other Party (at the other Party’s expense) in the defence and settlement of the claim. In no event will a Party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other Party.

10. Disclaimers.

THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED,BRIX AND ITS AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICES OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

11. Limitations of Liability.

BRIX AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO THE CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHERBRIX NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CLIENT’S INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CLIENT'S USE OF OR ACCESS TO THE SERVICES, (II) BRIX'S DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY THE CLIENT IN CONNECTION WITH THIS AGREEMENT OR CLIENT’S USE OF OR ACCESS TO THE SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF CLIENT’S CONTENT OR OTHER DATA. IN ANY CASE, EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 9.2, BRIX’S AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT THE CLIENT ACTUALLY PAYS BRIX UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 11 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12. Modifications to the Agreement.

BRIX may modify this Agreement at any time by posting a revised version on theBRIX website or by otherwise notifying the Client in accordance with Section 13.9; provided, however, thatBRIX will provide at least 30-days’ advance notice in accordance with Section 13.9 for adverse changes. By continuing to use the Services after the effective date of any modifications to this Agreement, the Client agrees to be bound by the modified terms.

13. Miscellaneous.

13.1 Assignment. The Client will not assign or otherwise transfer this Agreement or any of Client’s rights and obligations under this Agreement, without BRIX’s prior written consent. Any assignment or transfer in violation of this Section 13.1 will be void.BRIX may assign this Agreement without yClient's consent (a) in connection with a merger, acquisition or sale of all or substantially all of BRIX's assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for BRIX as a party to this Agreement andBRIX is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

13.2 Entire Agreement. This Agreement incorporates all the documents, policies, and procedures (collectively, the “Policies”) adopted byBRIX by reference and is the entire agreement between the Client andBRIX regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the Client and BRIX, whether written or verbal, regarding the subject matter of this Agreement.BRIX will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision (a) submitted by the Client in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration, response to any request for bid, request for proposal, request for information, or other questionnaire, or (c) related to any invoicing process that the Client submits or requireBRIX to complete. If the terms of this Agreement are inconsistent with the terms contained in any Policy, the terms contained in this Agreement will control.

13.3 Force Majeure.BRIX and oits affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond BRIX's reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

13.4 Governing Law. This Agreement shall be governed by the laws of Serbia.

13.5 Disputes. Any dispute or claim relating in any way to Client's use of the Services, or to any products or services sold or distributed byBRIX will be resolved by arbitration in accordance with the then-applicable rules of the Arbitration Court in Beograd (“RSvB”), which is authorized to resolve disputes in accordance with the Act no. 244/2002 Coll.. The arbitration will take place in Beograd. There will be three arbitrators. The fees and expenses of the arbitrators and the administering authority, if any, will be paid in equal proportion by the Parties and in line with the Act no. 244/2002 Coll or then valid and effective legislature in the Serbia.

13.6 Independent Contractors & Non-Exclusive Rights.BRIX and the Client are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither Party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both Parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other Party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other Party’s products or services.

13.7 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. IfBRIX provides a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

13.8 Confidentiality and Publicity. The Client may use BRIX’s confidential information only in connection with Client's use of the Services as permitted under this Agreement. The Client will not disclose BRIX’s confidential information during the term of this Agreement or at any time during the 5-year period following the end of the term. The Client will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of BRIX’s confidential information, including, at a minimum, those measures the Client takes to protect its own confidential information of a similar nature. The Client will not issue any press release or make any other public communication with respect to this Agreement or Client's use of the Services.

13.9 Notice.

  • (a) To the Client.BRIX may provide any notice to the Client under this Agreement by: (i) posting a notice through the Services; or (ii) sending a message to the email address then associated with the Account. NoticesBRIX provides by posting through the Services will be effective upon posting and noticesBRIX provides by email will be effective whenBRIX sends the email. It is the Client’s responsibility to keep its email address current. The Client will be deemed to have received any email sent to the email address then associated with the Account whenBRIX sends the email, whether or not the Client actually receives the email.
  • (b) To BRIX. To giveBRIX notice under this Agreement, the Client must contactBRIX by email or personal delivery, overnight courier or registered or certified mail to the mailing address specified in this Agreement below.
    BRIX reserves the right to update the email or mailing address for notices by posting a notice on the BRIX's website. Notices provided by personal delivery will be effective immediately. Notices provided by email or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

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13.10 No Third-Party Beneficiaries. Except as set forth in Section 9, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a Party to this Agreement.

13.11 Government Rights. The Services are not usually provided to any government. If the Client is a governmental body, representative of any governmental organization or an entity in the public sector - the Client should immediately informBRIX before entering into this Agreement. In this case,BRIX reserves all rights to deny entering into this Agreement or any other agreement with the Client, subject to its sole and exclusive discretion.

13.12 No Waivers. The failure byBRIX to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit BRIX’s right to enforce such provision at a later time. All waivers byBRIX must be in writing to be effective.

13.13 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

IN WITNESS WHEREOF, the Parties undersigned have read and understand each and every clause of the Agreement and have freely accepted all obligations and limitations described in the Agreement.


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ANNEX I
DESCRIPTION OF THE SERVICES

1. The Parties to the Agreement have agreed thatBRIX shall provide the following Services to the Client:


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ANNEX II
THE SERVICE FEES

1. The Parties to the Agreement have agreed that the Client shall pay toBRIX the following Service Fees for the provided Services.


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ANNEX III
BRIX SOFTWARE LICENSE AGREEMENT

This BRIX Software License Agreement (the “License”) is a legally binding agreement betweenBRIX and the Client governing Client’s access to, including download, and use of the Software. All capitalised terms not defined in the License shall have the meaning defined in the Agreement.

1. ACCEPTANCE OF THE LICENSE

1.1. By downloading, installing, accessing or otherwise using the Software, the Client confirms that the Client has read the License, accepts the terms of the License, and agrees to become legally bound by the License.

1.2. By using the Software, the Client acknowledges, agrees, and warrants that the Client:

  • i. Shall comply with the terms of the License and all applicable local, state, national and foreign laws, treaties, and regulations;
  • ii. Shall provide only true, accurate, complete, and up-to-date information; and
  • iii. Has the capacity to conclude legally binding contracts with BRIX.

2. GRANT OF RIGHTS

2.1.BRIX hereby grants the Client a worldwide, transferable, assignable, non-exclusive, royalty free, and revocable license to access, use, study, change, distribute, and create derivative works of the Software in accordance with the terms of this License, including, without limitation, the specifications of the payment module chosen by the Client.

2.2. The Software is licensed and not sold. By accepting the License and paying the Service Fees, the Client obtains the right to use the Software and not the ownership of the Software.

2.3. Subject to the terms of the License, the Client is entitled to access and use the Software for the internal business purposes. The number of the Authorised Users permitted to use the Software shall be agreed upon by the Parties and specified in the Agreement. The Client is entitled to grant rights to the Authorised Users to access and use the Software for its intended purposes.

2.4.BRIX reserves any rights not expressly granted to the Client under this License.

2.5. The Client is allowed to make a reasonable number of copies of the Software, as necessary for the purposes set forth herein, provided that only complete copies of the Software are made, including without limitation all ‘read me’ files, copyright notices, and other legal notices and terms included in the Software.

2.6. The Client is permitted to load and run the Software on any device, network or cloud virtual machines under Client’s control (collectively, the “Devices”), if such Devices are compatible with the Software. The Client is solely responsible for assessing the compatibility of the Devices and ensuring that the Devices meet the minimum requirements for the use of the Software as set forth in the documentation provided by BRIX.

2.7. It is Client’s sole responsibility to verify and assess the suitability, validity and integrity of the Software prior to using it and to decide whether or not the Software fits for the intended use.

2.8.BRIX reserves the right to grant the right to use the Software to third parties.

2.9. The Client acknowledges and agrees that any use of the Software that is prohibited by this License may be unlawful and may result in Client’s criminal liability.

3. COVERED SOFTWARE AND SERVICES

3.1. The License applies only to the Software as provided to the Client by BRIX. The License also applies to updates, supplements, and support services related to the Software, or any other services provided in relation to the Software, unless other terms and conditions have been provided thereto.

3.2. If the Client registers for a free trial of the Software (subject to availability), this License will also govern Client’s use of the free trial of the Software.

3.3. Any software or services that are not provided byBRIX are not covered by this License. Such software and services are subject to the terms and conditions set by the respective third party and the Client is solely responsible for obtaining, agreeing to, and complying with the respective terms and conditions at its own cost and expense.

3.4.BRIX reserves the right, but is not under any obligation, to provide paid or free-of-charge updates and technical support services with regard to the Software, including fixing bugs and errors, and the possibility to use new versions of the Software.

4. INTELLECTUAL PROPERTY AND OWNERSHIP

4.1. All title and copyright in and to the Software (including, but not limited to, any source code, images, graphics, photographs, animations, video, audio, music, text, and applets, incorporated in the Software) are owned by BRIX. The Software is protected by Serbia copyright laws and international treaties.

4.2.BRIX has made all efforts possible to avoid the Software being subject to the rights of third parties, in particular that its use does not infringe patents, copyrights or other intellectual property rights of third parties. However,BRIX does not guarantee that the Software is not subject to the rights of third parties. The Client agrees to notify BRIX immediately and in writing if any third party asserts an infringement claim against the Client in connection with the Software.

5. ACCEPTABLE USE POLICY

5.1. When using the Software, the Client is required to follow the acceptable use policy outlined in this Section 5.

5.2. The Client is not permitted to:

  • i. Circumvent the technical limitations of the Software;
  • ii. Remove any copyright or other proprietary notices and legends;
  • iii. Use the Software for committing cyber offences, including, without limitation, gaining unauthorised access to machines, devices, networks, or data;
  • iv. Use the Software in any way which breaches any applicable local, national or international laws;
  • v. Use the Software for any purpose thatBRIX may consider a breach of the License;
  • vi. Interfere with or abuse other users of the Software.

6. SUPPORT AND MAINTENANCE

6.1. Any requests for customer or technical support should be addressed to BRIX by email indicated in the Agreement. If agreed between the Parties, BRIX shall provide maintenance services related to the Services within the term of the Agreement. The maintenance services shall be provided in accordance with the standards of skill and care reasonably expected from a leading service provider in BRIX’s industry.

6.2.BRIX reserves the right to, upon a prior notice to the Client, schedule regular maintenance times related to the Services. During the maintenance, all or a part of the Services may not be available to the Client.BRIX reserves the right, in its sole discretion, to suspend provision of all or a part of the Services for unscheduled maintenance, if reasonably necessary. In that event,BRIX will put reasonable efforts to notify the Client as soon as possible.

7. AVAILABILITY

7.1. The availability of the Software may be affected by factors, whichBRIX cannot reasonably control, such as bandwidth problems, equipment failure, acts and omissions of our third-party service providers, or force majeure events.BRIX takes no responsibility for the unavailability of the Software caused by such factors.

8. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES

8.1. To the extent permitted by the applicable law,BRIX expressly disclaims all warranties, express or implied, for the Software. Unless agreed otherwise between the Parties in writing,BRIX provides the Software on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. The entire risk arising out of use or performance of the Software remains with the Client.

8.2. In no event shallBRIX be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the Client’s Content, the use of or inability to use the Software, even ifBRIX has been advised of the possibility of such damages.

8.3. The Client is solely responsible for determining the appropriateness of the Software and assumes any risks associated with Client’s exercise of permissions under the License.

8.4. Third-party content or services are not covered by this License. The Client shall ensure Client’s compliance with any terms set forth by the respective third parties at its own risk, cost and expense.

8.5. To the maximum extent permitted by law,BRIX excludes any liability for any loss or damage resulting from the acts and omissions of such third-party service providers.

9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1. This License and any disputes arising out of or in connection with the License and the Software shall be governed by and construed in accordance with the laws of Serbia. Unless otherwise provided by the applicable law, all disputes arising out of or in connection with the License shall be submitted to the arbitration courts in Serbia, Beograd.


table-5
  1. Low-code automation for business processes, custom-built CRM and RPA
  2. BRIX SERVICE AGREEMENT
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