Brackit Terms and Conditions

BY DOWNLOADING, INSTALLING, OR USING THE BRACKIT APPLICATION (“the
Application”). YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT
BETWEEN LICENSOR AND YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS
AGREEMENT, DO NOT USE, INSTALL, OR COPY THE APP.

 


1.0. Prohibited Uses. By using the Application, you agree that you and your users will not:
 

1.1. modify, translate, adapt, or otherwise create derivative works or improvements,
whether or not patentable, of the Application;

 

1.2. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive
or gain access to the source code of the Application or any part thereof

 

1.3. combine or incorporate the Application of any part thereof with in any other
programs

 

1.4. remove, delete, alter, or obscure any trademarks or any copyright, trademark,
patent, or other, intellectual property or proprietary rights notices included on or in
the Application, including any copy thereof;

 

1.5. knowingly or negligently use our application for harassing or showing indecent
obscene, fraudulent, or unlawful material;

 

1.6. Rent, lease, lend, sell, market, sublicense, assign, distribute, publish, transfer, or
otherwise provide any access to or use of the Application or any features or
functionality of the Application, for any reason, to any other person or entity,
including any subcontractor, independent contractor, affiliate, or service provider of
you;

 

1.7. Use the application in violation of any applicable law, regulation, or rule;
 

1.8. use the Application to send unauthorized advertising or spam;
 

1.9. Use the Application for purposes of competitive analysis of the Application, the
development of a competing product or service, or any other purpose that is to
Brackit’s disadvantage

 

1.10. Harvest, collect, or gather user data; and
 

1.11. transmit through the Application any material that may infringe the intellectual
property, privacy, or other rights of third parties.

 

2.0. Proprietary Rights. You acknowledge that the Application is provided to you under
license, not sold, and that the Brackit retains all proprietary rights, titles, and interest in the
Application, and to the Application, the Brackit’s name(s), logo(s), or other marks (the
“Brackit Marks”) and any related intellectual property rights, including without limitation, all
modifications, enhancements, derivative works, and upgrades. You agree that you will not
use or register any trademark, service mark, business name, domain name, or social media
account name or handle which incorporate in whole or in part the Brackit Marks or is similar
to any of these. You agree to use commercially reasonable efforts to safeguard the
Application from infringement, misappropriation, theft, misuse, or unauthorized access.

 

3.0. Fees and Payment. You agree to pay all applicable, undisputed fees for the Application
on the terms set forth in the invoice. All payments you make for access to our application are
final and non-refundable. You are responsible for all fees and charges imposed by your
voice and data transmission providers related to your access and use of the Application. You
are responsible for providing accurate and current billing, contact, and payment information
to us or any reseller. You agree that we may take steps to verify whether your payment

method is valid, charge your payment card or bill you for all amounts due for your use of our
application services, and automatically update your payment card information using software
designed to do so in the event your payment card on file is no longer valid. You agree that
your credit card information and related personal data may be provided to third parties for
payment processing and fraud prevention purposes. We may suspend or terminate your
application usage if at any time we determine that your payment information is inaccurate or
not current, and you are responsible for fees and overdraft charges that we may incur when
we charge your card for payment. We reserve the right to update the price of in-app
purchases at any time, and price changes will be effective as of your next billing cycle. We
will notify you of any price changes by publishing on our website, emailing, quoting, or
invoicing you.

 

3.1. Promotional Offers. Sales, promotions, and other special discounted pricing
offers are temporary. We reserve the right to discontinue or modify any coupons,
credits, sales, and special promotional offers in our sole discretion.

 

3.2. Fee Disputes. You must notify us of any fee dispute within 15 days of the
invoice data and once resolved you agree to pay those fees within 15 days. We may
also suspend or terminate use of the Application and related services if you do not
pay undisputed fees and you agree to reimburse Brackit for all reasonable costs and
expenses incurred in collecting delinquent amounts.

 

3.3. Taxes. You are responsible for all applicable sales, services, value-added, goods
and services, withholding, tariffs and other fees and similar taxes imposed by any
government entity or collecting agency based on our application services and
purchases, except the taxes based on our net income.

 

4.0. Limitation. You agree that in no event will Brackit or its affiliates, or any of its or
their respective licensors or service providers, be liable to you for any consequential,
incidental, indirect, special, punitive, or other loss or damage or for loss of business
profits, business interruption, computer failure application failure, loss of business
information, or other loss arising or caused by your use of or inability to use the
application, even if Brackit has been advised of the possibility of such damage. In no
event shall Brackit’s entire liability to you in respect of any application service, whether
direct or indirect, exceed the fees paid by you towards such application service. Some
states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or
special damages, or the exclusion of implied warranties or limitations on how long a given
warranty may last, so the above limitations may not apply to you. The limitations provided in
this Agreement are intended to apply to the fullest extent allowable under applicable law.
You release and waive all claims against Brackit, its affiliates, and the respective licensors or
service providers, and the directors, trustees, officers, shareholders, employees, agents and
representatives of each of the foregoing, from any and all claims, damages, liabilities, costs
and expenses arising out of your use of the Application. If you are a California resident, you
waive any rights you may have under §1542 of the California Civil Code which reads: “A
general release does not extend to claims which the creditor does not know or suspect to exist
in his favor at the time of executing the release, which if known by him must have materially
affected his settlement with the debtor.” You agree to release unknown claims and waive all
available rights under California Civil Code § 1542 or under any other statute or common
law principle of similar effect. To the extent permitted by applicable law, this release covers
all such claims regardless of the negligence of the Licensors.

 

5.0. Termination and Suspension of Services. If you fail or Brackit suspects on reasonable
grounds that you have failed to comply with any of the provisions of this Agreement, Brackit
may, without notice to you: terminate your account, and you will remain liable for all fees
due under your account up to and including the date of termination; and/or terminate your
license to the application; and/or preclude your access to the application. Brackit further
reserves the right to modify, suspend, or discontinue services related to the Application
services at any time with or without notice to you, and to the full extent permitted by law,
Brackit will not be liable to you or to any third party should it exercise such rights.
Termination will not affect the products that you have already acquired.

 

6.0. Export. You acknowledge that the Application may be subject to US export control
laws, including, the US Export Administration Act and its associated regulations. You agree
and certify that neither the Application nor any direct product thereof is being exported, re-
exported, or released to or made accessible from, any jurisdiction or country to which export,
re-export, or release is prohibited by law, rule, or regulation. You agree to comply with all
applicable federal laws, regulation, and rules, and complete all required undertakings
(including, obtaining any necessary export license or other governmental approval), prior to
exporting, re-exporting, releasing, or otherwise making the Application available outside the
US.

 

7.0. Government Users. The Application is commercial computer software, as such term is
defined in 48 C.F.R. §2.101. Accordingly, if you are the US Government or any contractor
therefor, you shall receive only those rights with respect to the Application as are granted to
all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48

C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b)
C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

 

8.0. Governance. This Agreement shall be construed in accordance with the laws of the
State of Arizona. You agree that the exclusive jurisdiction for any claim or action arising out
of or relating to this Agreement shall be filed only in the state or federal courts located
in Arizona and you further agree and submit to the exercise of personal jurisdiction of such
courts for the purpose of litigating any such claim or action. This Agreement may not be
altered or amended except by a written document signed by an authorized officer of Brackit.
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a
portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent
permissible so as to affect the intent of the parties and the remainder of this Agreement shall
remain in full force and effect.


9.0. Entire Agreement. This Agreement constitutes the entire agreement between you and
Licensor with respect to the app and supersedes any prior or contemporaneous
understandings, representations, statements or agreements, written or oral, regarding the app.
Licensor may modify the app at any time for any reason. The section headings used herein
are for convenience of reference only and do not form a part of this Agreement and no
construction or inference shall be derived therefrom.