END USER LICENSE AGREEMENT

Please read the terms and conditions of this End User License Agreement (“Agreement”) carefully before you use the Service (as defined below). This is a legally binding contract. By assenting electronically, or installing the Service or using the Service, you accept all the terms and conditions on this Agreement on behalf of yourself and any entity or individual you represent or for whose Device you acquire the Service (collectively “You” and/or “User”). If you do not agree with the terms and conditions of this Agreement, do not continue the installation process, do not use the Service and delete or destroy all copies of the Service in your possession or control.

OpenBrIM Platform (Service Provider) offers its services to the User subject to the following terms and conditions, through different websites, services, tools, and applications.

This Agreement constitutes a contractual agreement between the User and the Service Provider. By accessing or using the OpenBrIM Platform you express your understanding and acceptance to this Agreement.

Copyright laws of United States of America and international copyright treaties, as well as other intellectual property laws and treaties protect the OpenBrIM Platform. The OpenBrIM Platform is licensed, not sold.

This Agreement relates to your use of certain software or services, including any Updates (each, a “Service”) in connection with which you are accepting this Agreement.

This Agreement supersedes and replaces any other agreement you previously entered into with respect to a prior version of the Service.

Service Provider may amend this Agreement at any time by notice provided to you in accordance with this Agreement, and your continued use of any affected Service at any point at least 30 days after the notice date will constitute your acceptance of the amendment to this Agreement. Service Provider may require that you accept the amended Agreement in order to continue using any affected Service you have previously acquired. If you decline to accept the amended Agreement, Service Provider may terminate your use of such affected Service, in which case you may obtain a refund for the portion of the subscription fee you have paid, if any, for the unexpired or unused portion of the Subscription Period by following the instructions found herein.

1. DEFINITIONS.

1.1. “Service Provider” means OpenBrIM Platform, a technological platform owned and operated by Red Equation Corp, legally incorporated and domiciled in the State of New York, United State of America.

1.2. “OpenBrIM Platform” means the cloud based collaborative information modeling platform including all websites, services, tools, online and/or device applications associated with it, which currently exist and/or that may exist in the future.
1.3. “User” or “You” means the person who has access to, and uses any of OpenBrIM Platform´s Services.

1.4. “Service” and/or “Services” means all services provided by OpenBrIM Platform to Users under the terms and conditions described in this Agreement, which include Software Licensing Services.

1.5. “Agreement” means this End User License Agreement between the Service Provider and the User.

1.6. “Software Licensing Services” means the OpenBrIM Services consisting broadly in (i) access to the OpenBrIM Platform according to certain agreed-upon access requirements; (ii) technical support and maintenance services to these.

1.7. “Licensed Software” means the OpenBrIM Platform, including any bug fixes or revisions to conform the Software to the requirements of this Agreement (updates) that fall within the scope of work, but not extending to new versions of the Licensed Software that may be later developed and that may include substantial new functionality, in which case, additional charges may apply.

1.8. “Project” means any architectural, engineering and/or construction projects planned, created, organized, maintained and/or shared by the User on OpenBrIM Platform.

1.9. “AEC Community” means the members of the OpenBrIM Platform sharing content and collaborating using OpenBrIM Services.

2. LICENSE SOFTWARE.

Service Provider hereby grants to the User a non-exclusive license for the use of Services during the period agreed on as described in this Agreement, including any extensions or renewals on the agreed period (the Subscription Plan), provided that the User agrees to the terms and conditions in this Agreement.

3. THE SERVICES.

3.1. OpenBrIM Platform is of public access and free of charge, however, if any User wishes to keep their content private (a Subscribed User), a subscription service plan may apply, as described further below.

3.2. Support services through online forums are available to all Users, except for email and phone support which are only available for Subscribed Users.

3.3. Services consist of:

3.3.1. The Service Provider provides an on-demand online Software as a Service through its platform allowing online access to, and the use of different websites, services, tools, and applications through appropriate subscription plans in case of Users wishing to create private content on the Platform, or by simply creating a free account.

3.3.2. By creating a free Account, or subscribing to a paid plan on OpenBrIM Platform, User will have the right to the use of:

• Library/Incubator: Section where Users can create, maintain and share public content with the AEC Community.

• App: Applications through which Users can create Projects by putting together available content in the Library/Incubator. All projects being public except for Paid Subscribers, whose Projects are automatically kept private. Users may still share these Projects with other Users by using a link or by explicitly adding other Users to the Project.

• API: An Application Programming Interface allowing other software providers to read and write content on the OpenBrIM Platform.

3.4. Services are also available for private deployment (for enterprise Users) in which case, we do not have access to the platform except when the User gives us explicit permission for support purposes.

3.5. Access and use of the Services are limited to the User’s internal business purposes only and should not be accessed or used for any unauthorized purposes.

3.6. Service Provider takes no responsibility for the content created on OpenBrIM Platform.

3.7. Any content added to the OpenBrIM Platform that has not been provided by the User as private content may be publicly shared with the AEC Community.

3.8. OpenBrIM Platform allows the creation of free User Accounts with no restrictions as to the platform features or amount of content that can be stored or transferred. However, Service Provider reserves the right to restrict or deny service to those who use the platform other than for its intended purpose and in a manner that may affect the stability of the platform or degrade the experience of other Users on the platform.

3.9. The Service Provider takes no responsibility for the accuracy of the information on the OpenBrIM Platform.

3.10. While Service Provider will make the best of efforts to avoid platform´s operation from being affected, down-times are possible. In such events, we provide prorated refunds for the amount of time the platform may be down, limited to paid subscription Users only.

3.11. THE USER ACCEPTS THAT OPENBRIM SUBSCRIPTIONS ARE FOR INDIVIDUAL USE ONLY AND ANY ACCOUNT INFORMATION IS ONLY ALLOWED TO BE USED BY THE MEMBER OF THE ACCOUNT ACCORDING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE USE OF ACCOUNT INFORMATION BY OTHER THAN THE SUBSCRIBED USER IMPLIES A BREACH TO THIS AGREEMENT.

4. UPDATES.

4.1. Service Provider, may from time to time, and during the Subscription Period and without User´s separate permission or consent, deploy an upgrade or update of, or replacement for, any Service (“Update”), and as a result of any such deployment User may not be able to use the applicable Service or Device (or certain functions of the Device) until any such Update is fully installed or activated. Each Update will be deemed as part of the “Service” for all purposes under this Agreement.

4.2. Updates may include both additions to, and removals from, any particular features or functionality offered by a Service or may entirely replace it, and Service Provider will determine the content, features and functionality of the updated Service in its sole discretion. Service Provider is not required to offer you the option to decline or delay Updates but, in any event, you may need to download and allow any installation or activation of all available Updates to obtain the best benefit on the Service. Service Provider may stop providing support for a Service until you have accepted and installed or activated all Updates.

4.3. Service Provider in its sole discretion will determine when and if Updates are appropriate and will have no obligation to make any Updates available to User. Service Provider in its sole discretion may stop providing Updates for any version of the Service other than the most current version, or Updates supporting use of the Service in connection with any versions of operating systems, email programs, browser programs and other software with which the Service is designed to operate.

5. SCHEDULED / UNSCHEDULED MAINTENANCE.

The Service Provider will make its best efforts to provide and/or make the OpenBrIM Platform available in an uninterrupted manner to the User. However, the OpenBrIM Platform may be subject to downtime and/or may not be available temporarily due to scheduled maintenance activity initiated by the Service Provider and/or its Service Providers and such scheduled maintenance activity may be notified to the User through email by the Service Provider. In addition, the OpenBrIM Platform may be unavailable due to unscheduled emergencies and/or for other causes beyond the Service Provider’s and/or its Service Providers reasonable control and for such unscheduled emergencies prior notice shall not be given by the Service Provider.

6. USER ELIGIBILITY & MEMBERSHIP.

OpenBrIM eligibility and membership is subject to the following:

6.1. Use of the OpenBrIM Platform is strictly available only to persons who can enter into legally binding contracts as prescribed under local and/or international applicable law.

6.2. Persons who are 18 years of age or older in the State of New York, United States of America and/or the age of majority as prescribed by applicable laws outside the United States of America, as to being competent to enter into a legally binding contract, are eligible to use the OpenBrIM Platform.

6.3. Persons who are below the age of 18 years of age in the State of New York, United States of America, and/or below legal age as prescribed by applicable laws outside the United States of America (“minor”), as being incompetent to enter into a contract, including but not limited to un-discharged insolvents, who cannot create legally binding contracts under law, are not eligible to use the OpenBrIM Platform.

6.4. User shall provide true, accurate, complete and relevant information, at all times where such information is required. Service Provider reserves the right to confirm and validate the information and other details provided by such User at any point of this agreement. If upon confirmation, any of the User’s details are found to be wholly or partially inaccurate, then the Service Provider, will have the right in its sole discretion to reject, cancel or terminate the subscription and restrict such User from the access and/or use of Services without prior written notice whatsoever. Without prejudice to any other rights available, User has the right to issue a claim against such User/Subscriber for providing inaccurate information, in addition, to any other legal remedies available.

7. USER ACCOUNT.

7.1. During the registration process, and in order to create an account the User may be required to provide the information below to the Service Provider, which may include the following personal information:

• Email;
• Password;
• Name;
• Last name;
• Organization;
• Country;
• Phone;
• Any other details that may be required during registration process, as determined solely by the Service Provider from time to time and any other details as the User may provide voluntarily.

7.2. The User shall be responsible for maintaining the confidentiality of its Account and Password and for restricting its access to any third party.

7.3. The User shall be responsible for all activities carried out under its Account login and use of its Password.

7.4. The User agrees to immediately notify Service Provider if any unauthorized use of its password or account occurs, as any other breach of security, and ensure to logout from the User Account at the end of each session.

8. SUBSCRIPTION.

8.1. The OpenBrIM Platform is available for public use, free of charge. However, if a User wishes to keep private access to any of the information provided on the Platform, he/she may choose to upgrade to a Subscription Plan offered by OpenBrIM Platform where certain fees may apply.

8.2. Notwithstanding the above, the Service Provider reserves the right to modify from time to time, at its sole discretion, and without prior notice to the User, the terms and conditions to this Agreement, as any fees that may apply to the features, services or applications provided on the OpenBrIM Platform.

8.3. Subscription Plans are paid through monthly membership fees, and automatically renewed every month. This subscription may be deactivated on the OpenBrIM Platform User account dashboard.

8.4. The Service Provider shall have the exclusive right to change the Subscription Plan at the end of the subscription term or during Subscription Plan renewals. If there are any such changes on the subscription charges, then the same may be duly notified to the User.

8.5. If a User fails to pay their relevant subscription charges, or the payment is due or subject to request, such User shall immediately make the payment within three (3) business days from Service Provider’s notice. Failure to do so will enable Service Provider to charge a monthly interest at the rate of 1.5% on any outstanding balance, or the maximum permitted by law (whichever is less), plus all expenses of collection, and/or may result in immediate suspension or termination of the User’s account and hence, the right to use all Services to the respective subscription plan.

8.6. No refunds on the Subscription Plan shall apply if a User chooses to stop using the Service during the subscription term.

8.7. Payment on subscription plans includes any taxes, levies, duties, including but not limited to value-added tax, sales or use tax, withholding tax imposed and/or assessed by any local, state, provincial governmental authority or by any foreign government. Unless and until the Service Provider is legally obligated and bound to include taxes on the invoice for subscription charges. It is the bounden duty and responsibility of a User for paying such taxes except those taxes that are assessable and payable by the Service Provider on its income.

9. SUPPORT.

9.1. OpenBrIM platform allows the User to access various support features available.

9.2. Support through online forums is available to all Users.

9.3. Email and phone support are additionally available for Subscribed Users only.

9.4. By using OpenBrIM Platform, the User accepts the modality by which Service Provider offers to provide technical support.

9.5. Service Provider may choose to change technical support features at any time and without prior notice.

10. OWNERSHIP RIGHTS.

10.1. All Services are intellectual property of Service Provider and are protected by applicable copyright laws, international treaty provisions and other applicable laws of the country in which the Service is being used. The structure, organization and computer code of the Service are valuable trade secrets and confidential information of Service Provider. To the extent you provide any comments or suggestions about the Service to Service Provider, you grant Service Provider the right and license to retain and use any such comments or suggestions for any purpose in its current or future products or services, without further compensation to you and without your approval of such retention or use.

10.2. Except as stated in this Agreement, your possession, or use of a Service does not grant you any rights or title to any intellectual property rights in the Service or documentation. All rights to the Service and documentation, including all associated copyrights, patents, trade secret rights, trademarks and other intellectual property rights, are reserved by Service Provider.

11. RESTRICTIONS.

11.1. The User may not copy the OpenBrIM Platform and may not allow any third party to:

11.1.1. Use any authorization code, license number, username/password combination or other activation code or number supplied by Service Provider in connection with any Service.

11.1.2. Disclose any activation code to any party other than Service Provider or Service Provider’s designated representatives.

11.1.3. Reverse engineer, disassemble, decompile, translate, reconstruct, transform or extract or any portion of the OpenBrIM Platform (including any related malware signatures and malware detection routines).

11.1.4. Change, modify or otherwise alter the OpenBrIM Platform.

11.1.5. Publish, resell, distribute, broadcast, transmit, communicate, transfer, pledge, rent, share or sublicense any OpenBrIM Platform´s Service.

11.1.6. Use the OpenBrIM Platform to provide or build a product or service that competes with our Services.

11.1.7. Use or attempt to use the OpenBrIM Platform to: (i) upload, download, stream, transmit, copy or store any information, data, or materials, or engage or assist in any activity that may: (A) infringe the intellectual property rights or other rights of any third party; (B) contain any unlawful, harmful, threatening, abusive, defamatory or otherwise objectionable material of any kind, © harm or attempt to harm others; (D) have the potential to incite or produce conduct that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically, religiously or sexually discriminatory or otherwise objectionable; (E) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals; (F) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; or (G) assist any fraud, deception or theft; or (H) damage, disable or impair the operation of, or gain or attempt to gain unauthorized access, receipt, use, copying, alteration or destruction of or to, any property, Devices, software, services, networks or data by any means, including by hacking, phishing, spoofing or seeking to circumvent or defeat any firewalls, password protection or other information security protections or controls of whatever nature; (ii) in any way violate any applicable local, national or international law or regulation; (iii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the use of the Service; (iv) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” or “pyramid schemes”; or (v) collect or store personal data without the knowledge and express consent of the data subject.

11.1.8. Damage, disable or impair the operation of, or gain or attempt to gain unauthorized access to, any of OpenBrIM Platform´s Services or any property, Devices, software, services, networks or data connected to, or inter-operating with, such Service, or to any content or data stored, accessed or delivered through such Service, by any means, including by hacking, phishing, spoofing or seeking to circumvent or defeat any firewalls, password protection or other information security protections or controls of whatever nature.

11.1.9. Defeat or circumvent, attempt to defeat or circumvent, or authorize or assist any third party in defeating or circumventing controls on the use of copies of any of OpenBrIM Platform´s Services.

11.1.10. Violate Service Provider’s policy governing acceptable use of the OpenBrIM Platform, established in this Agreement.

11.2. The OpenBrIM Platform may allow User to publish or publicly share with other Users, any content generated or obtained from other sources (“User Content”). The User retains any and all intellectual property rights already held under applicable law on User Content that may be published or shared through the OpenBrIM Platform, subject to the rights, licenses, and other terms of this Agreement, including any underlying rights of others in any User Content that may be used or modified.

11.3. The User grants each member of the AEC Community a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty-free right and license to use, copy, register, distribute, reproduce, disclose, sell, resell, sublicense (through multiple levels), modify, adapt, exhibit, publicly perform, transmit, publish, transmit, translate, make derivative works and exploit in any way, all or in part, of what the User freely publishes or publicly shares on the OpenBrIM Platform.

11.4. Each time the User publishes or shares any User Content, the User represents and warrants to each member of the AEC Community, in regards to that User Content, that: (i) The User is the sole author and owner of the intellectual property and other rights to the User Content, or has a lawful right to publish and share User Content and grants each member of the AEC Community the right to use it as described in this Agreement, all without any obligation being imposed on any member of the AEC Community to obtain the consent of any third party and without creating any obligation or liability whatsoever for any member of AEC Community; (ii) the User Content is accurate; (iii) the User Content does not and, as to each member of the AEC Community permitted uses and exploitation set forth in this Agreement, will not infringe any intellectual property or other right of any third party; and (iv) the User Content will not violate this Agreement or cause injury or harm to any person.

12. DISCLAIMER, WARRANTIES AND LIMITATION OF LIABILITY.

12.1. THE SERVICE PROVIDER DOES NOT PROVIDE WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR USAGE AND NON-INFRINGEMENT BECAUSE OPENBRIM PLATFORM IS PROVIDED AND IS MADE AVAILABLE ON AN “AS IS” BASIS.

12.2. THE SERVICE PROVIDER DOES NOT WARRANT AND DISCLAIMS THAT THE OPENBRIM PLATFORM WILL BE AVAILABLE AND/OR PROVIDED IN A TIMELY, SECURED MANNER, UNINTERRUPTED, FREE FROM ANY ERRORS, INCLUDING BUT NOT LIMITED TO VIRUSES OR OTHER MALICIOUS SOFTWARE.

12.3. RECEIPT OF INFORMATION THROUGH THE OPENBRIM PLATFORM OR THE RECEIPT OF SERVICES BY THE USER DOES NOT CREATE OR CONSTITUTE WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED.

12.4. THE SERVICE PROVIDER DOES NOT WARRANT THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, THAT THE SERVICE WILL WORK PROPERLY ON ANY GIVEN DEVICE OR WITH ANY PARTICULAR CONFIGURATION OF HARDWARE AND/OR SOFTWARE, OR THAT ANY SERVICE WILL PROVIDE COMPLETE PROTECTION FOR THE INTEGRITY OF SELECTED DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET.

12.5. NOTWITHSTANDING ANY OTHER PROVISION TO THIS AGREEMENT, ANY SERVICE PROVIDED TO YOU WITHOUT FEES (INCLUDING ANY SERVICE PROVIDED AS A “FREE,” “TRIAL” OR “BETA” SERVICE) IS PROVIDED ON AN “AS IS”, “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT SUPPORT OR OTHER SERVICES BY SERVICE PROVIDER.

12.6. TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT WILL SERVICE PROVIDER OR ANY COMPANY THAT CONTROLS, IS CONTROLLED BY OR IS UNDER COMMON CONTROL WITH SERVICE PROVIDER (COLLECTIVELY, THE “SERVICE PROVIDER GROUP”) OR THEIR RESPECTIVE AGENTS, LICENSORS, REPRESENTATIVES, SUPPLIERS, DISTRIBUTORS, RESELLERS, WIRELESS CARRIERS OVER WHOSE NETWORK OR SYSTEMS ANY SERVICE IS PROVIDED, OR ANY OTHER BUSINESS PARTNER OF ANY MEMBER OF THE SERVICE PROVIDER GROUP (COLLECTIVELY, THE “SERVICE PROVIDER PARTNERS”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR:

12.6.1. ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OR LOSSES WHATSOEVER, WITHOUT REGARD TO CAUSE OR THEORY OF LIABILITY.

12.6.2. ANY DAMAGES FOR ANY LOSS OF BUSINESS, PROFITS OR REVENUE, LOSS OF PRIVACY, LOSS OF USE OF ANY DEVICE OR SERVICE (INCLUDING THE SERVICE), WASTED EXPENDITURE, COSTS OF PROCURING SUBSTITUTE OR REPLACEMENT GOODS, SERVICES OR DIGITAL PRODUCTS, BUSINESS INTERRUPTION, ANY UNAUTHORIZED DISCLOSURE OR LOSS (INCLUDING ANY CORRUPTION, DEGRADATION OR UNAVAILABILITY) OF ANY DATA OR INFORMATION OF ANY NATURE (WHETHER OR NOT ANY OF THE FOREGOING LOSSES, DAMAGES, COSTS OR EXPENDITURE ARE DIRECT OR INDIRECT LOSSES OR DAMAGES); OR

12.6.3. ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT OR ANY SERVICE PROVIDED HEREUNDER.

12.7. THE SERVICE PROVIDER AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, DIRECTORS, LICENSORS OR ANY OTHER PERSON ASSOCIATED WITH THE DEVELOPMENT, OPERATION OF THE OPENBRIM PLATFORM SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) TO A THE USER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL LOSS INCLUDING BUT NOT LIMITED TO DATA LOSS, BUSINESS INTERRUPTIONS, LOSS OF PROFITS, SALES, BUSINESSES, IRRESPECTIVE OF THE FACT WHETHER THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF THE FORESEEN AND/OR UNFORESEEN LOSS AND/OR DAMAGES.

12.8. THE USER AGREES THAT IN CASE OF DIRECT LIABILITY ARISING OUT OF ANY SUBSCRIPTION TO, OR USE OR EMPLOYMENT OF THE SERVICE, WITHOUT ANY FAULT ON THE PART OF THE USER, THE SERVICE PROVIDER’S AGGREGATE LIABILITY SHALL BE LIMITED TO SUBSCRIPTION CHARGES PAID DURING THE MONTH PRIOR TO THE INCIDENT GIVING RISE TO SUCH DIRECT LIABILITY. UNDER NO CIRCUMSTANCES, THE TOTAL LIABILITY SHALL EXCEED ONE MONTH SUBSCRIPTION CHARGES.

12.9. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY OF THE SERVICE PROVIDER AND SERVICE PROVIDER PARTNERS CONTAINED IN THIS AGREEMENT WILL NOT LIMIT OR EXCLUDE THEIR POTENTIAL LIABILITY FOR ANY MATTER THAT MAY NOT OTHERWISE BE LIMITED OR EXCLUDED BY APPLICABLE LAWS.

13. PRIVACY POLICY AND PROCESSING OF PERSONAL AND OTHER INFORMATION.

The collection and processing of information provided by the User for the subscription of the Service is regulated by OpenBrIM Platform Privacy Policy, which is an integral part of this Agreement. The Service Provider strongly encourages Users to carefully read our Privacy Policy, before accessing and using the OpenBrIM Platform.

14. CANCELLATION AND TERMINATION.

14.1. This Agreement will immediately terminate upon User’s breach of any of the obligations in this Agreement, which may result in forfeiture of any rights to receiving Updates or obtaining refunds for the portion of the subscription fee paid for the unexpired or unused portion of the Subscription Period. Service Provider reserves the right to any other remedies available under law in the event the User breaches any of the obligations under this Agreement and adversely affects Service Provider and/or any Service Provider Partner and/or any member of the AEC Community.

14.2. Service Provider shall not be liable to such User or any third party, for the suspension, cancellation, termination or discontinuation of the Service.

14.3. Service Provider, by notice to the User, may immediately terminate this Agreement for convenience at any time with respect to the Service and User sole and exclusive remedy, in respect of any such termination will be limited to a refund for the portion of the Subscription Plan paid, for the unexpired or unused portion of the subscription period. From the effective date of such termination User will lose the right to continue using the Service corresponding to the Subscription Plan.

14.4. The User may cancel or terminate the Subscription Plan of the Service at any time. In doing so, the User shall not be entitled to any refunds of any kind either in full or on pro-rata basis, even if the cancellation happened before the expiration of the User’s then effective Subscription term.

14.5. The User reserves the right to modify or discontinue all or part of the Services, either temporarily or permanently.

15. INDEMNITY.

15.1. The User declares that the use of the OpenBrIM Platform is intended for lawful purposes only and complies with all applicable laws and regulations.

15.2. The User shall indemnify and hold Service Provider, its partners, subsidiaries, affiliates, third-parties and their respective officers, directors, agents, and employees harmless against any and all claims brought by a third party for actions arising from or related to the unauthorized use of the OpenBrIM Platform and/or Services, including but not limited to the misuse or operation of the OpenBrIM Platform in combination or modification with other hardware or software belonging to a third party alleging infringement and/or misappropriation of its intellectual property rights.

16. FORCE MAJEURE.

If the Service Provider is prevented from carrying out its obligations under this Agreement as a result of any cause beyond its reasonable control, including but not limited to unavailability of any communication system, virus attack in the Service Provider’s technological systems, breach, sabotage, Acts of God, War, Strikes, Lock-outs, Floods and Failure of Service Providers, wars, acts of government, then in such an event, the Service Provider shall be relieved from its obligations and liabilities under this Agreement as such fulfillment of the obligation is prevented.

17. NO WAIVER.

The Service Provider’s failure to insist upon strict performance of any provision of this Agreement shall not be deemed to be a waiver of its rights or remedies in respect of any present or future default of the User in performance or compliance with any of the terms and conditions on this Agreement.

18. ENTIRETY.

This Agreement along with the Privacy Policy, constitute the entire agreement between the Service Provider and User and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

19. SEPARATE AGREEMENTS.

If you acquired two or more Services, even in a single transaction, or acquired subscriptions to any of the Services in multiple transactions, you may have accepted this End User License Agreement multiple times. Although the terms and conditions you accepted may be similar or identical, each time you accepted the terms and conditions of this End User License Agreement you entered into a different and separate agreement between you and the Service Provider providing the applicable Service.

20. SEVERABILITY.

If a court of competent jurisdiction holds any provision of this Agreement or the Privacy Policy, to be invalid, such invalid provision shall be severed and have no effect on the remaining provisions of this Agreement or the Privacy Policy, and they shall continue in full force and effect.

21. NO THIRD PARTY BENEFICIARIES.

Nothing in this Agreement, express or implied, is intended to or will confer upon any person other than the User, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. No person other than the User, may bring a cause of action pursuant to this Agreement.

22. ASSIGNMENT.

The User may not assign its rights or obligations under this Agreement without the prior written consent of the Service Provider.

Service Provider may assign this Agreement at any time in its sole discretion without any prior written consent by the User.

23. INTERPRETATION.

The headings in this Agreement do not affect its interpretation. The use of any gender includes all genders. The singular includes the plural and vice-versa. Where a word or phrase is defined, its other grammatical forms have a corresponding meaning. Any reference to “use” of any software, Service or Update by you shall be deemed to include any installation of any such software, Service or Update by you (unless the context otherwise requires). This Agreement was originally prepared in the English language. Although Service Provider may provide one or more translated versions of this Agreement for your convenience, the English language version of this Agreement will be the governing version of this Agreement in case of any conflict or discrepancy. In the event that an ambiguity or question of intent or interpretation arises, in any judicial proceeding or otherwise, the terms of this Agreement will be construed as having been drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

24. GOVERNING LAW AND JURISDICTION.

This Agreement along with the Privacy Policy, shall be governed by the laws of the State of New York, United States of America. In case of any disputes, the Users of the OpenBrIM Platform and/or Services, hereby agree to submit to the exclusive jurisdiction of the courts in the State of New York, United States of America.

25. NOTICE.

Any notice and other communications to Service Provider shall be by email addressed to info@openbrim.org and that email receipt is to be acknowledged by the Service Provider and in the event that the delivery fails, notice can be sent to the address mentioned below:

OpenBrIM Platform
353 West 48th St 4th Flr Unit #300
New York, NY 10036
Phone: +1 212 991-8956
info@openbrim.org
Phone Number: +1 212 991-8956