These terms of service (“the Terms”) govern your use and access to our website (“the Site”), services and client software (“collectively the Services”). These Terms apply to all users of the Site and Services. By using the Site or Services, you agree to these Terms. If you’re using our Site or Services for an organization, you’re agreeing to these Terms on behalf of that organization.

Changes to Тhese Terms

From time to time, we may change these Terms and Conditions (“The Terms”). If we change these Terms, we will inform you by posting the revised Terms on the Site. When visiting the Site, we encourage you to make sure you have read the most recent version of these Terms. Those changes will take effect on the Revision Date shown in the revised Terms. By continuing to use our Site or Services, you agree to the revised Terms.

Software

Some of our Services allow you to download client software (“the Software”) which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. You agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.

Beta Services

We sometimes release products and features that we are still testing and evaluating. Those Services have been marked beta, preview, early access, or evaluation (or with words or phrases with similar meanings) and may not be as reliable as Brosix’s other services, so please keep that in mind.

Access to the Services

In order to use the Services, you must first register to set up an account with us by completing the account registration form available on the Site. You only need to register once. Registration is subject to approval by us in all cases, and we reserve the right, in our sole and absolute discretion, to decline any application for registration, without giving a reason.

You must ensure that any registration details you provide are accurate. Please carefully check the details you have provided in the online form before finalizing your application to register. You can check for errors on screen before submitting the online form. You are responsible for ensuring that the details you provide us are correct and complete and for informing us of any changes to the information you have provided. You can access and update the information you have provided, including your account settings, in the relevant area of the Site.

If your application to register to use the Site and Services is accepted, you will be assigned the username and password you submitted with your application (together referred to as your “Credentials”). You must keep your Credentials confidential and must not reveal them to anyone.

You are responsible for all activities performed under your Credentials.

We may disable access via your Credentials at any time if, in our opinion, this is reasonably necessary to preserve the security and proper operation of the Site or Services, if you have failed to comply with any of the provisions of these Terms, or if any details you provide for the purposes of registering prove to be false.

It is your responsibility to ensure your computer system meets all the necessary technical specifications to enable you to access and use the Site and Services and is compatible with the Site. It is also your responsibility to ensure that anyone who accesses the Site or Services using your Credentials or via your Internet connection is aware of these Terms and that they comply with them.

User Responsibilities

Content stored or posted on the Site or the Services may be protected by the intellectual property rights of others. Please do not copy, upload, download or share files unless you have the right to do so. You will be fully responsible and liable for what you or anyone using your account copies, shares, uploads, downloads or otherwise uses while using the Site or Services.

Brosix will work to ensure that User Content (as defined below) and data is not lost or corrupted, but we advise that you ensure that you back up all of your User Content and data.

Acceptable Use of the Site and Services

You are responsible for your use of the Site and Services, and for any use of the Site or Services made using your account. Our goal is to create a positive and safe experience for all of our users. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to Brosix. When you use the Site or Services, you may not and agree that you will not:
1. violate any law or regulation;
2. violate or infringe other people’s intellectual property, privacy, publicity, or other legal rights;
3. use our Site or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs or personal contact information of others without their permission;
4. transmit anything that is illegal, abusive, defamatory, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
5. send unsolicited or unauthorized advertising or commercial communications, such as spam;
6. stalk, harass, or harm another individual;
7. impersonate or misrepresent your affiliation with someone else;
8. use any means to “scrape,” “crawl,” or “spider” any web pages contained in the Site (although Brosix may allow operators of public search engines to use spiders to index materials from the Site for the sole purpose of creating publicly available searchable indexes of the materials, but not caches or archives of such materials, and Brosix reserves the right to revoke these capabilities either generally or in specific cases);
9. use automated methods to use the Site or Services in a manner that sends more requests to the Brosix servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser;
10. interfere with or damage our Site or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
11. if you are using the Site or Services as an individual user, register for more than one Brosix account or register for a Brosix account on behalf of an individual other than yourself;
12. recruit or otherwise solicit any user to join third party services or websites that are competitive to Brosix, without Brosix’s prior written approval;
13. use, display, mirror or frame the Site or any individual element within the Site or Services, Brosix’s name, any Brosix trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Brosix’s express written consent;
14. access, tamper with, or use non-public areas of the Site or Services, Brosix’s computer systems, or the technical delivery systems of Brosix’s providers;
15. attempt to probe, scan, or test the vulnerability of any Brosix system or network or breach any security or authentication measures;
16. avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Brosix or any of Brosix’s providers or any other third party (including another user) to protect the Site or Services;
17. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site or Services, except to the limited extent as may be allowed by the applicable law; or advocate, encourage, or assist any third party in doing any of the foregoing.

Brosix will have the right to investigate and prosecute breaches of any of the above to the fullest extent of the law. Brosix may involve and cooperate with law enforcement authorities in prosecuting users who breach these Terms. You acknowledge that Brosix has no obligation to monitor your access to or use of the Site or Services or to review or edit any User Content, but has the right to do so for the purpose of operating the Site or Services, to ensure your compliance with these Terms, or to comply with the applicable law or the order or requirement of a court, administrative agency or other governmental body. Brosix reserves the right, at any time and without prior notice, to remove or disable access to any content that Brosix, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site or Services.

User Content

In these Terms, “User Content” shall be used to refer to all content and information that you store, upload, post or share using the Site or Services. All User Content shall be owned by you or the person who made it available to you to store or upload via the Site or Services. In consideration of being provided with use of the Site and the Services made available pursuant to these Terms, you give Brosix permission to use your User Content as follows: you grant to Brosix and its affiliates a worldwide license to use, copy, perform or display your User Content in connection with providing you access to the Site and/or Services only. We may display advertisements in connection with your User Content or on pages where your User Content may be viewed by you or others. Where your User Content includes reviews, comments or feedback about the Site or Services, we may use those reviews, comments or feedback, to advertise and promote Brosix, the Site or the Services. Our license to your User Content is non-exclusive, meaning you may use the User Content for your own purposes or let others use your User Content for their purposes. Our license to use your User Content as set out above is fully-paid and royalty free, meaning we do not owe you anything else in connection with our use of your User Content. We may exercise the rights you grant us anywhere in the world. Finally, our license is perpetual, meaning that our license lasts for an indefinite period of time.

You hereby undertake that:
1. you own all rights to your User Content or, alternatively, you have the right to give Brosix the rights described above;
2. you have paid and will pay in full any fees or other payments that may be related to the use of your User Content; and
3. your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.

Ownership

Other than User Content, we own or license the content on the Site and Services, including software, text, visual and audio content (jointly referred to as “Content”) and Brosix’s name, trademarks, logos, and brand elements (referred to as “Marks”). The Content and Marks are protected under U.S., EU, and international laws.

Privacy

Brosix respects your privacy. Our Privacy Policy explains how we collect, use, and disclose information about you. By using the Site or the Services, you also agree to our Privacy Policy.

Third Party Content and Interactions

The Site and Services may contain features and functionalities that may link you or provide you with access to third party content or services independent of Brosix, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. Your interactions with organizations and/or individuals found on or through the Site and Services are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any interaction with any of these third parties. You agree that Brosix shall not be responsible or liable for any loss or damage of any sort incurred as the result of any dealings you have with third parties.

Disputes with Other Users

If there is a dispute between users of the Site or Services, you understand and agree that Brosix is under no obligation to investigate or become involved. Brosix may, in its discretion, attempt to assist in the resolution of such a dispute, but in doing so it does not undertake any obligation to do so, and will not be subject to any liability arising either from the conduct giving rise to the dispute or from any efforts to resolve it.

Disclaimer and Waiver of Liability

In the event that you have a dispute with any other user of the Site or Services or with any third party whose content or services you have accessed through the Sites or Services, you hereby release Brosix, its officers, employees, agents, and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes.

Payment

Some of our Services are free, whereas others are subject to a fee. For a full description of the different Services that we offer, along with the different prices applicable, please see the Services and price description page on the Site.
All paying accounts have a 14-day free trial. A valid credit card or other payment method is required after the 14-day period if you wish to continue using the Service.

Payment Мethods

Brosix users can pay for several paid plans. By subscribing once, you authorize Brosix to charge your chosen payment method.

Renewal

All paid subscriptions are renewed for the Services on the date such subscriptions expire. Your chosen payment method may be charged 7 (seven) days before the expiration date, to give you a time to choose another payment method, in case the selected one cannot be charged. If you have a subscription, this will be extended automatically until you terminate it and every future payment will be due at the beginning of the new payment cycle.

Refund

The subscription fees are prepaid for the entire billing cycle and are non-refundable. If an account is canceled, refunds for partial months of service or refunds for months unused with that account will not be made.

Upgrade and Downgrade

You can upgrade at any time by ordering more user licenses from the web control panel.
You can downgrade at any time from the web control panel by cancelling active licenses.

Cancellation of Subscriptions

If you decide to stop using our services, you can do so instantly from your web control panel. Refunds for partial months of service or refunds for months unused with that account will not be made.

All users who subscribe for Services subject to a fee must enter valid credit [or debit] card or PayPal account credentials. The Service is billed in advance on a monthly, quarterly or yearly basis (depending on the selection you make at the point of subscription) and paid on an automatic basis. You hereby authorize Brosix to automatically charge your credit card or PayPal account for charges that apply to your account. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, including VAT, and you shall be responsible for payment of all such taxes, levies, duties or VAT, excluding only United States (federal or state) taxes.

Links

Our Site and Services may contain links to other websites, or allow other users to send you such links. A link to a third party website does not mean that we endorse it or that we are affiliated with it. We are not responsible or liable for any damage or loss related to the use of any third-party website. You should always read the terms and conditions and privacy policy of a third-party website before using it.

Changes to the Site or Services

Brosix enhances and updates its Site and Services often. We may change or discontinue the Site or any Services, although we will, in such circumstances, use reasonable efforts to provide you with prior notice so that you can make alternative arrangements and we will not terminate a Service under this section during a subscription period for which you have already paid without refunding you a fair portion of your payment based on how long is left until the end of the subscription.

Change of Ownership

Brosix may at any time, without explicit notice, change the company ownership, be subject to merger or sale, partnership or else. In case of such change of ownership, merger, sale or other, Brosix only has the obligation to notify you through updating the present Terms and Conditions. Such an action will in no way affect your use of the Service or the Site, or your subscriptions and accounts.

Termination

We reserve the right not to provide the Site or Services to any user. We also reserve the right to terminate any user’s right to access the Site or Services at any time, in our discretion. If you breach any of these Terms, your permission to use the Site and Services automatically terminates.

Disclaimer and Limitations on Our Liability

YOU USE THE SITE AND SERVICES AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW, BROSIX AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (REFERRED TO COLLECTIVELY AS “AFFILIATES”) DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND SERVICES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT).

IN PARTICULAR, BROSIX AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICES (INCLUDING, WITHOUT LIMITATION, ANY RECOMMENDATIONS OR OTHER CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICES), OR THE CONTENT OF ANY WEB SITES OR RESOURCES LINKED TO THE SITE OR SERVICES. BROSIX AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR SERVICES; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES OR THE UNAVAILABILITY OF THE SITE OR SERVICES; (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SITE OR SERVICES. YOU, AND NOT BROSIX, ARE RESPONSIBLE FOR MAINTAINING, PROTECTING, AND BACKING UP ALL OF YOUR USER CONTENT AND DATA. BROSIX WILL NOT BE LIABLE FOR ANY LOSS OR CORRUPTION OF YOUR USER CONTENT OR DATA OR FOR ANY COSTS OR EXPENSES ASSOCIATED WITH BACKING UP OR RESTORING ANY OF IT.

BROSIX AND ITS AFFILIATES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY PRODUCT OR SERVICE RECOMMENDED, ADVERTISED OR OFFERED ON OR THROUGH THE BROSIX SITE OR SERVICES OR ANY LINKED WEB SITE.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BROSIX OR THROUGH THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.

TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW, NEITHER BROSIX NOR ITS AFFILIATES WILL BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO USE OF THE SITE OR SERVICES.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent Brosix may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Brosix’s liability will be the minimum permitted under such law.

Indemnification

You agree to indemnify and defend Brosix and its Affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including reasonable attorneys’ fees and legal costs), arising from or relating to: (a) any information (including your User Content or any other content) that you or anyone using your account or your Credentials store, upload, submit, post or transmit through the Site or Services; (b) the use of the Site or Services by you or anyone using your account or your Credentials; (c) breach of these Terms by you or anyone using your account or your Credentials; or (d) breach of any rights of any third party, including intellectual property, privacy, publicity or other proprietary rights by you or anyone using your account or your Credentials. Brosix reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If we do assume the defense of such a matter, you will reasonably cooperate with Brosix in such defense.

Other Provisions

Under no circumstances will Brosix be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond its reasonable control.

These Terms, and any claim or action, of whatever nature, against Brosix arising from or relating to these Terms, the Privacy Policy, the Site, or any Services, will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws rules or provisions, except that the laws of the State of Delaware will not apply to European Union users of the Site or Services who are located outside of US, in which case the law applicable to the territory where the user is resident shall apply.

Subject to the final sentence of this paragraph, you agree that any claim or action, of whatever nature, against Brosix arising from or relating to these Terms, the Privacy Policy, the Site, or any Services will be filed only in the appropriate court located in Wilmington, Delaware, USA.

If any provision of these Terms is found to be unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity or enforce ability of any remaining provisions.

The failure of Brosix to enforce any right or provision of these Terms will not prevent Brosix from enforcing such right or provision in the future.

We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, a sale of assets or by operation of law.

These Terms, together with the Privacy Policy and any Additional Terms, as they may be revised from time to time, constitute our complete agreement with you, and supersede any other written materials, communications, discussions, representations, or understandings relating to the Site or the Services or your use of them.

Updated: September 5, 2019

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