Brinx Software Inc., also doing business as Masterpiece Studio and MasterpieceVR, (“We”, “Us”, or “Brinx”) owns the Masterpiece Offerings (as hereinafter defined) and makes the Masterpiece Offerings commercially available in accordance with these Terms of Use (the “Terms”).  These Terms apply to all users of any Masterpiece Offerings.  For greater certainty, the Website (as hereinafter defined) does not include any Content (as hereinafter defined) that may be available on the Website.

PLEASE NOTE THAT THESE TERMS CONTAIN IMPORTANT RESTRICTIONS AND LIMITATIONS SO PLEASE READ THEM CAREFULLY BEFORE USING THE MASTERPIECE OFFERINGS. BY DOWNLOADING THE SOFTWARE (AS HEREINAFTER DEFINED), ACCESSING OR USING THE SERVICES (AS HEREINAFTER DEFINED) AND/OR ACCESSING OR USING THE WEBSITE, You hereby signify that You have read, understood, and agree to be bound by these Terms. We may make changes to these Terms from time to time in accordance with these Terms.

1. DEFINITIONS

For the purposes of these Terms, in addition to the capitalized terms defined elsewhere in these Terms, the following terms shall have the meanings ascribed to them as follows:

“Account” has the meaning ascribed to that term in Section 3;

“Content” means a model, animation, photos, videos or other subject matter created or modified using any of the Masterpiece Offerings;

“Educational License” means a paid license for the Masterpiece Offerings having the characteristics set forth in Section 4.2;

“Educational Institution” means a public or private K-12, vocational school, correspondence school, junior college, college, university, or scientific or technical school that is either institutionally accredited by an accrediting agency recognized by an applicable federal, provincial or state government have authority over educational matters in Your jurisdiction;

“Educational Users” means Users who have a current Educational License for the Masterpiece Offerings;

“Freemium License” means a no-charge license for the Masterpiece Offerings having the characteristics set forth in Section 4.3;

“Free Users” means Users who have a current Freemium License for the Masterpiece Offerings;

“Local Export” means an export of Content by You from a Masterpiece Offering to a Local Store;

“Local Store” means local machine storage or local cloud storage that is under Your control whether through ownership of such storage or via leasing of such storage;

“Masterpiece Offerings” means the Website, the Software and the Services;

"Order Form(s)" means the documents that are made available by Us for placing orders for Masterpiece Offerings, including, without limitation, electronic order forms that may be available by Us on the Website or elsewhere within the Masterpiece Offerings or on other platforms.  Order Forms shall be deemed incorporated herein by reference into these Terms;

“Public Cloud Gallery” means a public gallery hosted on the Website that contains Content that has been exported by Users pursuant to a Freemium License or that Users pursuant to a Paid Commercial License or an Educational License have elected to export to such public gallery;

“Paid Commercial License” means a paid license for the Masterpiece Offerings having the characteristics set forth in Section 4.1; 

“Paid Users” means Users who have a current Paid Commercial License for the Masterpiece Offerings;

“Services” means the cloud-based portions of the Masterpiece Studio Pro creative tools, including the related capabilities, that allow Users interact with other Users, download and upload Content, manage Accounts, payments, auto-update applications, host third-party software and enable cloud processing;

“Software” means the downloadable, on-premises, software portion of the Masterpiece Studio Pro creative tools, which includes, without limitation, the Masterpiece Creator and Masterpiece Motion programs;

“Users” means persons and entities who have been authorized by Us to use the Masterpiece Offerings; 

“Website” means the masterpiecevr.com, masterpiecestudio.com, and masterpiecex.com websites and all associated subdomains; and

“You” or “Your” means the company or other legal entity for which You are accepting these Terms.

2. REGULATORY COMPLIANCE

It is the sole responsibility of You to ensure that You comply with all applicable laws and regulations in respect of Your use of the Masterpiece Offerings. By using, downloading or otherwise accessing any Masterpiece Offerings, You represent and warrant that You are in compliance with all applicable laws and regulations in respect of any products and/or services that You will develop or offer using the Masterpiece Offerings, including applicable privacy laws.

3. ELIGIBILITY

To access certain features of the Masterpiece Offerings, You will need to register for an account (an “Account”) by providing Us with certain information in accordance with Our Privacy Policy. You agree that You are responsible for keeping Your Account password confidential and secure, and further understand that You are solely responsible and liable for any activities that occur under Your Account.

To use and/or register for the Masterpiece Offerings, You must (a) be over the age of majority in the jurisdiction in which You reside in order to make purchases (e.g. subscriptions to the Masterpiece Offerings or one-time payments in respect of certain Software licenses); and (b) if registering or using the Masterpiece Offerings on behalf of a business or other entity, have the authority to bind such business or other entity to these Terms.

4. LICENSE TO USE THE MASTERPIECE OFFERINGS

4.1 Paid Commercial License. Subject to these Terms (including payment of the applicable fees for a Paid Commercial License), if You have submitted an Order Form to Us for a Paid Commercial License that has been accepted by Us in Our discretion and provided that You have paid for such Paid Commercial License, We grant to You a limited, personal, non-exclusive, non-transferable, non-sublicensable license to (i) download the Software and to use the Software up to the permitted number of seats as specified in Your Order Form, and (ii) access and use the Services (including the Website, to the extent necessary for Your permitted use of the Services), in each case, for the license option specified in Your Order Form (e.g. Freelancer, Team, or Enterprise) for Your own commercial uses and not for resale or further distribution.  The option for the Masterpiece Offering set forth in Your Order will determine the number of Accounts You are entitled to receive, the number of seats of the Software You are entitled to use and the subscription period for Your use of the Services.  You may see a description for each of the Masterpiece Offering options on the Website.  In order to qualify for a particular Masterpiece Offering option, You must meet the requirements (such as revenue level) for that option as specified on the Website.  Pursuant to Your Paid Commercial License, You will have the ability to export Content to a Local Store and You are not obliged to grant any rights to any third parties in respect to any Content that is only exported to a Local Store.  Your Paid Commercial License will also allow You to export Content to the Public Cloud Gallery, however, when You export Content to the Public Cloud Gallery, You will be granting licenses in respect to such Content to (i) other Users as set forth in Section 4.4, and (ii) Us as set forth in Section 4.5.

4.2 Educational License. Subject to these Terms (including payment of the applicable fees for an Educational License), if You have submitted an Order Form to Us for an Educational License that has been accepted by Us in Our discretion and provided that You have paid for such Educational License, We grant to You a limited, personal, non-exclusive, non-transferable, non-sublicensable license to (i) download the Software and to use the Software up to the permitted number of seats as specified in Your Order Form, and, (ii) access and use the Services (including the Website, to the extent necessary for Your permitted use of the Services), in each case, for the license option specified in Your Order Form (e.g. Freelancer, Team, or Enterprise) for Your own use for educational purposes and research purposes (but, in each case, excluding commercial purposes) and not for resale or further distribution. The option for the Masterpiece Offering set forth in Your Order will determine the number of Accounts You are entitled to receive, the number of seats of the Software You are entitled to use and the subscription period for Your use of the Services.  Pursuant to Your Educational License, You will have the ability to export Content to a Local Store and You are not obliged to grant any rights to any third parties in respect to any Content that is only exported to a Local Store.  Your Educational License will also allow You to export Content to the Public Cloud Gallery, however, when You export Content to the Public Cloud Gallery, You will be granting licenses in respect to such Content to (i) other Users as set forth in Section 4.4, and (ii) Us as set forth in Section 4.5.  In order to be entitled to use an Educational License, You must be a student, faculty member or staff member of an Educational Institution at the time of purchase and throughout the period You are utilizing that Educational License.  If You cease to be a student, faculty member or staff member of an Educational Institution then You must cease using the Masterpiece Offerings under such Educational License.

4.3 Freemium License. Subject to these Terms, if You have submitted an Order Form to Us for a Freemium License that has been accepted by Us in Our discretion, We grant to You a limited, personal, non-exclusive, non-transferable, non-sublicensable license to (i) download the Software and to use one (1) seat of the Software and use a single Account to access and use the Services (including the Website, to the extent necessary for Your permitted use of the Services), in each case, solely for Your own non-commercial uses and not for resale or further distribution.  Pursuant to Your Freemium License, You will only be able to export Content to the Public Cloud Gallery and when You export Content to the Public Cloud Gallery, You will be granting licenses in respect to such Content to (i) other Users as set forth in Section 4.4, and (ii) Us as set forth in Section 4.5.

4.4 Content Licenses Granted to Other Users.  For any Content that You export to the Public Cloud Gallery, You grant the following licenses in respect to such Content; (i) for Paid Users, You hereby grant such Paid Users a non-exclusive, perpetual, irrevocable, paid-up, royalty-free, worldwide, internal license to make, use, copy, modify, translate, make derivative works of and otherwise fully internally exploit such Content for non-commercial purposes, and for Content that has been substantively remixed or substantively modified by a Paid User (“Remixed Content”), You hereby grant such Paid User a non-exclusive, perpetual, irrevocable, paid-up, royalty-free, worldwide, transferable, sub-licensable license to make, use, sell, offer for sale, import, copy, modify, translate, make derivative works of, publicly display, publicly perform, transmit, distribute, publish, make available and otherwise fully exploit the Content (solely as embodied in such Remixed Content) for any and all purposes including commercial purposes; and, (ii) for Free Users and Educational Users, You hereby grant such Free Users a non-exclusive, perpetual, irrevocable, paid-up, royalty-free, worldwide, internal license to make, use, copy, modify, translate, make derivative works of and otherwise fully internally exploit such Content for non-commercial purposes.  For any Content that You export to the Public Cloud Gallery, You hereby fully waive any moral rights, droit d’auteur or similar rights that You may have in such Content in favour of all Users to whom You have granted rights pursuant to this Section 4.4 and all of their successors, assigns and permitted licensees.

4.5 Content Licenses Granted to Us.  For any Content that You export to the Public Cloud Gallery, You hereby grant Us a non-exclusive, perpetual, irrevocable, paid-up, royalty-free, worldwide, transferable, sub-licensable license to make, use, import, copy, modify, translate, make derivative works of, publicly display, publicly perform, transmit, distribute, publish, make available and otherwise fully exploit such Content for any and all purposes including commercial purposes.  For any Content that You export to the Public Cloud Gallery, You hereby fully waive any moral rights, droit d’auteur or similar rights that You may have in such Content in favour of Us and all of Our successors, assigns and licensees.

4.6 Reservation of Rights. Except for the specific license granted to You for a specific Masterpiece Offering that You have ordered (and which order We have accepted), We and Our licensors retain all right, title and interest in and to the Masterpiece Offerings and the underlying software and technology, including all related intellectual property rights in the same. The Masterpiece Offerings and related software and technology are protected by applicable intellectual property laws, including copyright laws and international treaties.

4.7 Usage Restrictions. You shall not (and shall not allow any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Masterpiece Offerings; (b) circumvent any user limits or other license timing or use restrictions that are built into any Masterpiece Offerings; (c) sell, rent, lend, transfer, distribute, license, or grant any rights in any Masterpiece Offerings in any form to any person without the written consent of Brinx; (e) remove any proprietary notices, labels, or marks from any Masterpiece Offering; (d) unbundle any component of any Masterpiece Offerings and/or; (e) build a product or software that is competitive with any Masterpiece Offerings; or (f) copy any ideas, features, functions or graphics of any Masterpiece Offerings.

4.8 Content Restrictions. You are also prohibited from posting, uploading, transmitting any Content or other materials to the Masterpiece Offerings (including the Public Cloud Gallery) that: (a) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable; (b) You do not have a right to make available under any law or under a contractual relationship; (c) infringes, misappropriates or otherwise violates any patent, trademark, trade secret, copyright or other proprietary rights of any person or entity (including privacy rights); (d) is or contains unsolicited or unauthorized advertising, solicitations for business promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (e) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or any Masterpiece Offering or that of any users or viewers of any Masterpiece Offering or that compromises anyone’s privacy; (f) or contains any falsehoods or misrepresentations or creates an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way.  You acknowledge and agree that You are solely responsible for ensuring that any Content You submit to any Masterpiece Offering complies with the foregoing restrictions and all applicable laws and does not violate any third-party rights (including without limitation, intellectual property rights, privacy rights, publicity rights and/or rights of personality).  We have the right, in Our sole discretion, to review Content for suitability and to accept or reject the storing of such Content within the Masterpiece Offerings (including the Public Cloud Gallery), including, without limitation, the right to subsequently remove any Content from the Masterpiece Offerings (including without limitation the Public Cloud Gallery). You may not use any Content that is available in the Public Cloud Gallery for the purpose of creating Your own offerings that may be competitive with any of the Masterpiece Offerings or for inclusion in any electronic repository of models, animations or other subject matter that is operated by You or on Your behalf.

4.9 License Changes.  When You switch from a Freemium License to a Paid License or to an Educational License, all Content that You exported to the Public Cloud Gallery prior to such switch, will remain subject to the licenses granted in Section 4.4.  If You switch from a Paid License or an Educational License to a Freemium License, any Content that You exported to a Local Store prior to such switch will not be subjected to the licenses in Section 4.4 unless You subsequently expressly elect to export such Content to the Public Cloud Gallery.  When You switch from a Paid License or an Educational License to a Freemium License, You will no longer be able to export Content to a Local Store and will only be able to export Content to the Public Cloud Gallery.

4.10 Use of the Public Cloud Gallery. You shall not use the Public Cloud Gallery for long-term storage of Your Content.  We may at any time delete any or all Content from the Public Cloud Gallery at Our discretion without notice to anyone.

5. USER CONTENT AND FEEDBACK

5.1 User Content. Except for the material that We license to You pursuant to these Terms, Brinx does not claim ownership of any Content created by You through Your use of the Masterpiece Offerings. You hereby grant to Brinx (including its affiliated companies) a limited, non-exclusive license to use, copy and otherwise exploit Your Content for the purpose of providing the Masterpiece Offerings to You (which shall, for greater certainty, include using the Content for the purposes of improving the Masterpiece Offerings subject to the Content not being provided by Brinx to any third parties other than Brinx’s subcontractors).  Brinx shall be entitled to sublicense the foregoing rights to subcontractors utilized by Brinx in provision of the Masterpiece Offerings for the sole purpose of providing such Masterpiece Offerings.  You further grant Brinx a limited, non-exclusive license to use, store, and otherwise exploit Content to create aggregated and anonymized statistical analytics in respect to the use of the Masterpiece Offerings and other parameters and characteristics of the Masterpiece Offerings and to use the Content for machine learning activities and/or other similar activities provided that the results from such machine learning and/or other activities do not contain any personal information or other information that would identify You or otherwise be traceable to You  (each of the foregoing, “Anonymous Service Data”). A general description of non-personal information is provided in Our Privacy Policy. Brinx shall own all right, title and interest in and to the Anonymous Service Data, including all intellectual property rights in the Anonymous Service Data and is entitled to fully exploit such Anonymous Service Data without restriction, and You hereby assign, transfer and convey to Brinx any ownership interest You may have in any Anonymous Service Data.

5.2 Feedback. We welcome Your suggestions, comments and feedback on any of the Masterpiece Offerings (“Feedback”). If You provide Us with Feedback, You agree that: (a) We are not subject to any confidentiality obligations in respect to the Feedback; (b) the Feedback is not confidential or proprietary information belonging to You or any third party and You have all of the necessary rights to disclose the Feedback to us; (c) Brinx (including all of its affiliates and all of its and their successors and assigns) may freely use Feedback without any restrictions; and (d) You are not entitled to receive any compensation or re-imbursement of any kind in respect of Feedback.

6. Fees & Payment Terms.

6.1 Fees Generally. Users shall pay all fees specified in an Order Form for any of the Masterpiece Offerings. All fees are payable in the currency indicated on each applicable Order Form. Except as otherwise specified in these Terms or in an Order Form, fees are based on the licenses purchased and not actual usage. Payment obligations are non-cancelable. Fees paid are non-refundable.

6.2 Subscription and Other Fees. If You purchase a subscription or license to use any of the Masterpiece Offerings, all invoiced amounts for such Masterpiece Offerings are due upon receipt of Brinx’s invoices for such amounts, in accordance with the billing schedule on Your Order Form. If You have enrolled in automatic billing, You shall: (a) keep Your billing, credit card and payment information accurate and up to date, otherwise, Brinx may suspend provision of the Masterpiece Offerings or may revoke Your license for any Software that You have downloaded; (b) promptly advise Brinx if billing or credit card information changes due to loss, theft, cancellation or otherwise; and (c) be liable for failure to pay any fees caused by Your failure to provide Brinx with up to date billing information.

6.3 Late Payment Interest. Any payment not received by Us from You by the due date may accrue, at Brinx’s discretion, late charges at the rate of 1.5% of the outstanding balance per month (19.57% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

6.4 Taxes. Unless otherwise stated, fees for Masterpiece Offerings do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services, use or withholding taxes (collectively, “Taxes”). You are responsible for paying all Taxes applicable to licenses and/or subscriptions for the Masterpiece Offerings purchased by You, excluding taxes based on Brinx’s net income or property. If Brinx has the legal obligation to pay or collect Taxes for which You are responsible under this section, the appropriate amount shall be invoiced to You by Brinx and paid by You to Brinx.

6.5 Changes to Fees. Brinx reserves the right to change pricing tiers and fees for any Masterpiece Offerings upon 30 days’ prior written notice (which notice may be provided by email or by posting in the Masterpiece Offerings).

7. Support

Software support is provided according to the type of license You receive and/or as agreed in a separate agreement with Brinx.

8. Termination or Suspension by Brinx

Brinx reserves the right to limit, restrict, and deny access to the Masterpiece Offerings to any person, or in  any geographic area or jurisdiction, at any time, and at Brinx’s sole discretion to address suspicious or fraudulent usage. Furthermore, although Brinx has no obligation to monitor Your use of the Masterpiece Offerings, Brinx may do so and may: (i) immediately suspend or prohibit use of the Masterpiece Offerings if You are engaging in any illegal conduct or breach of the license restrictions (e.g. commercial use pursuant to a non-commercial license); (ii) suspend or prohibit use of the Masterpiece Offerings for any non-compliance with these Terms; and in the case of non-compliance under Section 8(ii), such suspension or prohibition on use shall be subject to notifying You in advance of such conduct, breach or non-compliance and You will be provided with a reasonable period to cure such breach (if the breach is capable of cure).  

In addition to the foregoing rights, Brinx may terminate access to the Masterpiece Offerings due to (a) a request by You to cancel or terminate Your Account; (b) discontinuance or material modification to the Masterpiece Offerings or any part thereof; (c) a request and/or order from law enforcement, a judicial body, or other government agency; (d) where provision of any of the Masterpiece Offerings to You is or may become unlawful; (e) unexpected technical or security issues or problems; or (f) Your participation in fraudulent or illegal activities.  We may also terminate these Terms at any time if we decide to stop offering the Masterpiece Offerings.

Any termination or suspension as specified above shall be made by Brinx in its sole discretion, and Brinx will not be responsible to You or any third party for any damages that may result or arise out of such termination or suspension of Your Account and/or access to the Services.  All the provisions of these Terms relating to licenses granted in respect to Content shall survive any termination or expiration of these Terms.  The confidentiality obligations, disclaimers of warranties, indemnification provisions, limitation of liability provisions and sections 18 to 24 of these Terms shall all also survive any termination or expiration of these Terms.

9. Confidential Information

“Confidential Information” means any non-public information, technical data, or know-how concerning either party, including, but not limited to, non-public information about research, products, services, customers, markets, business policies or practices, unreleased software, developments, inventions, processes, designs, drawings, engineering, marketing, business plans or finances. Obligations of non-disclosure will not apply to Confidential Information of the disclosing party which the receiving party can reasonably establish (i) was in the possession of the receiving party without an obligation of confidentiality at the time of disclosure; (ii) prior to or after the time of disclosure became part of the public domain without the act or omission of the receiving party to whom it was disclosed; (iii) was disclosed to the receiving party by a third party under no legal obligation to maintain the confidentiality of such information; or (iv) was independently developed by the receiving party without use or reliance upon the disclosing party’s Confidential Information.  For greater certainty, Content exported to the Public Cloud Gallery is not Confidential Information.

Each party covenants to the other party that it will not at any time, other than in accordance with these Terms, disclose the Confidential Information of the other to any person or entity without the prior written approval of the disclosing party, or use any such Confidential Information for any purpose, other than as necessary to fulfill these Terms, unless specifically pre-approved in writing by the disclosing party. However, the receiving party may disclose the disclosing party’s Confidential Information in accordance with a judicial or other governmental order, provided that the receiving party uses commercially reasonable efforts to oppose the disclosure to third parties, the disclosure of the Confidential Information is restricted in the same manner as is the confidential information of the receiving party or other litigating parties; and the receiving party shall give the disclosing party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.

The receiving party may disclose the disclosing party’s Confidential Information to its employees, consultants and subcontractors who have a ‘need-to-know’ for the purposes of fulfilling these Terms and exercising its rights under these Terms. Each party shall execute appropriate written agreements with employees, consultants and subcontractors who provide access to the disclosing party’s Confidential Information sufficient to enable the receiving party to comply with all of the confidentiality provisions of these Terms. Neither party shall reverse engineer, decompile or disassemble any Confidential Information of the other party.

10. Disclaimer of Warranties

THE MASTERPIECE OFFERINGS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE MASTERPIECE OFFERINGS IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MASTERPIECE OFFERINGS ARE PROVIDED WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND AND ALL SUCH WARRANTIES AND CONDITIONS ARE HEREBY DISCLAIMED, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BRINX OR THROUGH THE MASTERPIECE OFFERINGS WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED HEREIN.

WITHOUT LIMITING THE FOREGOING, BRINX, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT PROVIDED BY BRINX THROUGH THE MASTERPIECE OFFERINGS (EXCLUDING USER CONTENT) IS ACCURATE, RELIABLE OR CORRECT; THAT THE MASTERPIECE OFFERINGS WILL MEET YOUR REQUIREMENTS; THAT THE MASTERPIECE OFFERINGS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.  BRINX PROVIDES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER IN RESPECT TO ANY CONTENT MADE AVAILABLE VIA THE MASTERPIECE OFFERINGS, INCLUDING, WITHOUT LIMITATION, ANY CONTENT MADE AVAILABLE VIA THE PUBLIC CLOUD GALLERY.  ALL USE OF ANY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY CONTENT MADE AVAILABLE VIA THE PUBLIC CLOUD GALLERY, SHALL BE ON AN "AS IS" AND "AS AVAILABLE" BASIS.

11. Limitation of Liability

IN NO EVENT SHALL BRINX, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE MASTERPIECE OFFERINGS, THE CONTENT, OR OTHERWISE ARISING OUT OF OR RELATED TO THESE TERMS OR ANY OF THE SUBJECT MATTER OF THESE TERMS (WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY). UNDER NO CIRCUMSTANCES WILL BRINX BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE MASTERPIECE OFFERINGS OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

BRINX ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES IN THE MASTERPIECE OFFERINGS OR ANY CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE MASTERPIECE OFFERINGS OR CONTENT; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE MASTERPIECE OFFERINGS; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE MASTERPIECE OFFERINGS OR CONTENT; AND/OR (VI) ANY ERRORS OR OMISSIONS IN THE MASTERPIECE OFFERINGS OR ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE MASTERPIECE OFFERINGS.

12. INDEMNIFICATION

You agree to defend, indemnify and hold Brinx, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any actions, claims, demand, damages and/or liabilities, including reasonable attorneys’ fees, arising from or relating to: (a) Your use of the Masterpiece Offerings; (b) any violation by You of these Terms; (c) Your violation of any rights of another; (d) any violation by You of any applicable law or regulation; (e) Your Content; and (f) any breach of any representation or warranty made by You in these Terms.

13. THIRD-PARTY CONTENT

You acknowledge and agree that the Masterpiece Offerings may contain advertisements from other third parties. If You elect to have any business dealings with anyone whose products or services may be advertised via the Masterpiece Offerings, You acknowledge and agree that such dealings are solely between You and such advertiser and You further acknowledge and agree that Brinx shall not have any responsibility or liability for any losses or damages that You may incur as a result of any such dealings. The Masterpiece Offerings may contain links to other websites that are not owned or controlled by Brinx. In no event shall any reference or link to any third party, third-party advertisement, third-party product or service be construed as an approval or endorsement by Brinx of that third party, third-party advertisement, third-party product or service. Brinx is also not responsible for the content of any linked websites. Any third-party websites or services accessed from the Masterpiece Offerings are subject to the terms and conditions of those websites and or services and You are responsible for determining those terms and conditions and complying with them. The presence within the Masterpiece Offerings of a link to any other website(s) or any advertisements does not imply that Brinx endorses or accepts any responsibility for the content or use of such websites, and You hereby release Brinx from all liability and/damages that may arise from Your use of such websites or receipt of services from any such websites.

14. AVAILABILITY AND UPDATES

Brinx may alter, suspend, or discontinue the Masterpiece Offerings, at any time and for any reason or no reason, without prior notice. The Masterpiece Offerings may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons.

15. IP INFRINGEMENT

In accordance with the Digital Millennium Copyright Act (“DMCA”) and other similar applicable laws for jurisdiction outside of the United States, We have adopted a policy of terminating, in appropriate circumstances and in Our sole discretion, Accounts of Users who are deemed to be repeat infringers. We may also, in Our sole discretion, limit access to the Masterpiece Offerings and/or terminate the Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.  We may also remove any Content from the Masterpiece Offerings, including the Public Cloud Gallery, that we have reasonable basis for believing may infringe, misappropriate or otherwise violate anyone intellectual property or other rights.

If You believe that anything on or available through the Masterpiece Offerings infringes upon any copyright which You own or control, You may file a notification of such infringement in accordance with the DMCA or other similar applicable laws for jurisdiction outside of the United States with Our designated agent as set forth below:

Brinx Software Inc.
60 Spruce Street, Ottawa, ON, Canada  K1R 6N9
support@brinx.ca

16. EXPORT CONTROL

Use of the Masterpiece Offerings may be subject to the export and import laws of Canada, the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, but without limitation, the Masterpiece Offerings may not be exported or re-exported (a) into any Canadian or U.S. embargoed countries or (b) to anyone on designated persons or designated entities lists maintained by either of the Canadian or United States governments. By using Masterpiece Offerings, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use the Masterpiece Offerings for any purposes prohibited by United States or Canadian law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

17. RELATIONSHIP OF THE PARTIES

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

18. ASSIGNMENT

You may not assign these Terms. Brinx may assign these Terms at any time and for any reason.

19. NO THIRD-PARTY BENEFICIARIES

There are no third-party beneficiaries to these Terms.

20. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws in effect in the Province of Ontario without giving effect to any principles of conflicts of law. Any legal action or proceeding between Brinx and You or any Users shall be brought exclusively in a court of competent jurisdiction located in Ottawa, Ontario, Canada.

21. ENTIRE AGREEMENT

These Terms, including Our Privacy Policy any Orders Forms (that have been accepted by Us), constitute the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, proposal or representation (whether written or oral) concerning its subject matter.

22. AMENDMENT

Brinx may amend these Terms at any time by posting notice on the Website or otherwise delivering notice through the Masterpiece Offerings or to the contact information You provided to Brinx. All material changes shall be effective thirty (30) days of such notice.

23. WAIVER AND SEVERABILITY

No failure or delay by Brinx in exercising any right, power, or remedy under these Terms, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.  If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.

24. LANGUAGE

The parties acknowledge that they have expressly required that this agreement and all related documents be drafted in the English language.  The parties agree that this Agreement will be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the party that drafted the relevant language.

Last Updated: August 18, 2021