Terms of Use

1. DEFINITIONS AND INTERPRETATION

1.1. 1.1. The following terms have the meanings set out below:

1.1.1. « User » means a User who has been authorized by their Organization to use the Services, who is registered for the Services, and whose registration has not been cancelled by the Organization or by BRIX, according to the instructions of the Organization, a Third-Party Administrator, or BRIX due to inappropriate use or misconduct by the User, as defined in sections 2.5 and 2.6.

1.1.2. « Organization » means the entity that has subscribed to a BRIX subscription under the Contract and that grants the User access to the Organization’s account.

1.1.3. « User Data » means any content, which may include personal information, that the Organization or Users provide or transfer to BRIX in connection with their use of the Services.

1.1.4. « Effective Date » means (i) for a User, the first date on which they access the Site or the Services.

1.1.5. « Parties » means (i) BRIX and the Organization; or (ii) BRIX and the User, as applicable.

1.1.6. « Personal Information » means any information about an individual that, used alone or with other information, allows that individual to be identified. Generally, Personal Information does not include business contact information, such as your name, title, business address, or business phone number.

1.1.7. « Privacy Laws » refers to all applicable laws, regulations, and guidelines regarding data protection and privacy that govern the protection of Personal Information.

1.1.8. « Privacy Policy » means BRIX’s privacy policy available at the following address: https://brixapp.com/en/privacy-policy;

1.1.9. « Term » has the meaning given in Section 5.1 “Term”».

1.1.10. « Site » refers to the public website available at https://brixapp.com/.

The terms “including” and “notably” are not limiting and shall mean “including but not limited to”.

2. ACCESS AND USE OF THE SITE AND SERVICES

2.1. Site. Users may access and must use the Site in accordance with the Agreement. BRIX may revise the content, features, and functionality of the Site at any time without notice. BRIX may, at any time, either temporarily or permanently, limit or suspend access to the Site at its sole discretion, notably to perform upgrades and maintenance on the Site.

2.2. Services. During the Term of the Agreement (as defined in Section 5.1 “Term”), BRIX grants the Organization the right to authorize its Users to access and use the Service, as well as any related services, in accordance with this Agreement.

2.3. Modification of Services. BRIX may modify the content, features, and functionality of the Service at any time and without notice. Any new features that enhance or improve the current Service, including the release of new tools and resources, will be subject to this Agreement.

2.4. Use of the AI Virtual Assistant. Users may access the AI virtual assistant through the application. The virtual assistant uses only the internal documentation made available by your Organization to answer Users' questions. The responses provided by the virtual assistant are for informational purposes only and do not constitute official, legal, administrative, or professional advice. We do not guarantee the accuracy, completeness, or timeliness of the answers generated by the virtual assistant. It is the responsibility of your Organization to keep its documentation up to date. Users are encouraged to verify any information obtained from the virtual assistant with a qualified resource within their organization.

2.5. Temporary Suspension of Services. BRIX may limit or temporarily suspend the services from time to time, at its sole discretion, notably to perform upgrades and maintenance of the Service.

2.6. Prohibited Use. Users must not, nor attempt to, nor allow third parties to, including but not limited to: (i) share non-public features or content of the Site or the Service with third parties; (ii) copy, duplicate, decompile, decode, decrypt, disassemble, record, alter, enhance, modify, merge, adapt, translate, create derivative works from, or otherwise reproduce any part of the Site or the Service (for clarity, Users must not access the Site or the Service with the intention of creating a product or service that competes with the Services or that uses similar ideas, features, functionalities, or graphics as those of the Site or the Service); (iii) copy, attempt to extract, transfer, sell, or corrupt any Personal Information contained on the Site or in the Service, or undertake any other action that could potentially compromise the confidentiality of such Personal Information or any other confidential information contained therein; (iii — duplicate number in original) send viruses, worms, phishing attempts, ransomware, time bombs, “Trojan horses”, or other harmful or malicious code, files, scripts, agents, or programs; (iv) attempt to gain unauthorized access to the Site or the Service or to disrupt their integrity or performance; (v) use the Site or the Service in a manner that overloads, threatens the integrity, performance, or availability of the Site or Service. In the event BRIX suspects a violation of this section, BRIX may suspend User access to the Site or Services without notice, either temporarily or permanently, in addition to any other remedies available to BRIX. BRIX ASSUMES NO LIABILITY FOR ANY IMPROPER USE OF THE SERVICE BY USERS OR ANY THIRD PARTY.

2.7. Inappropriate User Conduct. To ensure safe and optimal use of the Service, Users must not, including but not limited to: (i) attempt to reveal the identity of another User; (ii) impersonate another individual or entity; (iii) use the Services to send spam or other unsolicited messages in violation of applicable laws; (iv) permit the transfer of User Data or use User Data in any way that is illegal, harmful, threatening, abusive, violent, harassing, defamatory, vulgar, obscene, offensive, indecent, humiliating, hateful, unethical, or otherwise objectionable, including on the basis of race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender identity, or physical or mental disability. Users understand that by using the Services they may be exposed to User Data submitted by other Users in violation of this section, and under no circumstances shall BRIX be held liable in any way for such User Data. BRIX has the right, at its sole discretion, to remove any User Data that violates this Agreement and to disclose a User's identity to the Organization or any authority if required by law, in cases where the User transfers User Data in violation of this section. BRIX has no obligation to monitor how Users use the Service. BRIX ASSUMES NO LIABILITY FOR ANY INAPPROPRIATE USER CONDUCT.

2.8. Account Security and Access. Users must take all reasonable and necessary steps to prevent unauthorized access to the Service, including protecting their passwords and other login information. Users are responsible for all activity conducted through their account. Users must immediately notify BRIX if they become aware of any unauthorized access to or use of their account.

2.9. User System. Users are responsible for maintaining and updating any operating systems, the BRIX mobile app, web browsers, antivirus software, or any other software they use to access and use the Services. The Services may not function properly if Users’ operating systems, web browsers, or antivirus software are not up to date.

2.10. User Indemnification. The User shall defend, indemnify, and hold harmless BRIX and its officers, directors, shareholders, affiliates, successors, and assigns from and against any lawsuits, damages (direct or indirect), including damages, and legal and extrajudicial fees arising from or related to a claim by a third party or a User in connection with: (i) the content or nature of the User Data, including User Data in violation of Sections 2.5 (Prohibited Use) or 2.6 (Inappropriate User Conduct); (ii) violation of the warranties in Section 2.10 (Compliance with Applicable Laws by Users); (iii) the use, misuse, or inappropriate use of the Site or Services by the User, including violations of Section 4 (Intellectual Property and Feedback).

2.11. Compliance with Applicable Laws by Users. When using the Services, Users agree at all times to comply with personal information protection laws, this Agreement, the Privacy Policy, as well as all other applicable laws and regulations.

3. BRIX WARRANTIES AND DISCLAIMERS

3.1. Disclaimer of Warranty. BRIX does not guarantee to Users that the Site or Services will be uninterrupted, free of defects, errors, or viruses or other harmful elements, or that they will not be subject to improper use or unauthorized disclosure. Users accept and acknowledge that the Site and Services are provided “as is” and “as available”, with all possible defects and errors that this may entail. BRIX makes no representations and provides no warranties of any kind, express or implied. Information created by third parties and accessible on the Site or through the Services is not endorsed or reviewed by BRIX and remains the responsibility of those third parties. BRIX does not control User Data and does not guarantee the accuracy, integrity, or quality of such data or any other information obtained through the Site or Services. The User is solely and entirely responsible for the accuracy, reliability, completeness, and usefulness of the data they transmit and for any information obtained through the use of the Site or Service. BRIX assumes no responsibility for information transmitted by the User through the Site or Service.

3.2. Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES RELATED TO THE SERVICE. We do not control or direct what Users and other individuals do or say, and we are not responsible for their actions or conduct (online or offline) or for any content they share (including offensive, inappropriate, obscene, illegal, or otherwise objectionable content). We cannot predict when issues may arise with our Service. Therefore, our liability is limited to the fullest extent permitted by applicable law. To the fullest extent permitted by applicable law, we shall not be liable to Users for any loss of profits, revenues, information, or data, or for any consequential, indirect, exemplary, punitive, or incidental damages arising out of or related to these Terms of Use or the Service (regardless of the cause and legal theory, including negligence), even if we have been advised of the possibility of such damages.

4. INTELLECTUAL PROPERTY AND FEEDBACK

4.1. No Rights Granted. BRIX retains all rights, title, and interest in and to the Site and the Service, as well as to the content accessed by Users through the Site and Services, other than User Data. This Agreement does not grant Users any intellectual property rights over the Site or the Service or over any BRIX-owned logos or trademarks. Users must not remove, alter, or obscure copyright, trademark, or other proprietary notices appearing on the Site or the Service.

4.2. Feedback and Comments. Any feedback, suggestions, or comments sent or shared by Users with BRIX through the Service or the Site to improve the Service or Site may be implemented by BRIX in any manner, including in future enhancements or modifications of the Site or Service. In such cases, Users grant BRIX an unlimited, worldwide, irrevocable, perpetual, sublicensable, transferable, fully paid-up, royalty-free right to use such comments or suggestions for any purpose, without any obligation or compensation to the Users or any third party. Furthermore, BRIX is free to reuse all general knowledge, experience, know-how, work, and technology, including ideas, concepts, processes, and techniques related to the provision of services or acquired during their delivery.

5. TERM AND TERMINATION

5.1. Term. This Agreement takes effect as of the User’s first use of the Site or Services and shall remain in effect as long as the User has access to them, whether such use is authorized or not.

5.2. Termination by the User. This Agreement ends when the Organization or BRIX deactivates the User’s account.

5.3. Survival of Rights and Obligations. All rights and obligations of the Parties under this Agreement which, by their nature, are intended to survive termination or expiration of this Agreement shall survive such termination or expiration, including Sections 2.5 (Prohibited Use), 2.6 (Inappropriate User Conduct), 2.9 (User Indemnification), 2.10 (Compliance with Applicable Laws by Users), 3 (BRIX Warranties and Disclaimers), 4 (Intellectual Property and Feedback), and 6 (General Provisions).

6. GENERAL PROVISIONS

6.1. Governing Law and Jurisdiction. This Agreement is governed by, interpreted, and enforced solely under the laws applicable in the Province of Québec, Canada, without regard to (i) any conflict of law provisions from another jurisdiction, (ii) the United Nations Convention on Contracts for the International Sale of Goods (1980), or (iii) any other international laws. The exclusive jurisdiction and venue for actions relating to the subject matter of this Agreement shall be the courts located in Québec, Canada, in the District of Joliette, and you hereby submit to the personal jurisdiction of these courts.

6.2. Superior Force. BRIX shall not be in default under this Agreement if the performance of its obligations, in whole or in part, is delayed or prevented due to a superior force event. If BRIX is prevented from acting due to such an event, it shall notify the other party in writing as soon as reasonably possible and shall use reasonable efforts to resume the performance of its obligations as soon as possible.

6.3. Entire Agreement. This Agreement, which also includes the Privacy Policy, constitutes the entire agreement between BRIX and the Users. The section headings in this Agreement are provided for ease of reading only, and terms such as "including" and "notably" shall be interpreted without limitation. This Agreement is written in both French and English; however, in the event of any conflict in a translated version, the French version shall prevail over any other translated version.

6.4. Waiver. Any delay or failure by either Party to exercise any of its rights or remedies available under this Agreement in connection with a breach by the other Party shall not constitute a waiver of that Party’s right to require compliance with the terms of this Agreement in the event of any subsequent breach.

6.5. Severability. To the extent permitted by applicable law, the Parties hereby waive any statutory provision that would render a clause of this Agreement invalid or otherwise unenforceable in any respect. If any provision of this Agreement is held to be invalid, unenforceable, or illegal in any jurisdiction, such invalidity, unenforceability, or illegality shall not affect any other provision or condition of this Agreement, nor shall it invalidate or render unenforceable such provision or condition in any other territory or jurisdiction.

6.6. Relationship Between the Parties. The Parties are independent entities. This Agreement does not create a partnership, franchise, joint venture, agency, trust, or employment relationship between the Parties. Each Party represents and warrants that it is authorized to enter into this Agreement.

6.7. Modifications. BRIX may update its Terms of Use from time to time on its website, based on changes to its business, its Services, or any legal requirements. Any revisions to the Terms of Use will become effective as of the date BRIX publishes the changes. Users may consult the most recent version of the Terms of Use at any time by visiting this page. BRIX will notify Users of any changes to the Terms of Use by displaying a notice during their next login to the Services. Users will be required to review and accept the new Terms of Use in order to continue accessing the Services.

This Agreement was last updated on May 16th, 2025.