THIS AGREEMENT – INCORPORATING THE “DATA PROCESSING ADDENDUM”, “STANDARD CONTRACTUAL CLAUSES” AND THE ATTACHED SCHEDULES AND ANNEXES – BETWEEN BRX RENTALS INC., AN ALBERTA COMPANY WITH HEAD OFFICE AT ADDRESS 1, 2915 19 ST NE, CALGARY, AB CANADA T2E 7A2 (‘BRNX TRAVEL’) AND CUSTOMER IS MADE AS OF THE DATE CUSTOMER ACCEPTS THIS AGREEMENT.
THIS AGREEMENT WILL BE DEEMED ACCEPTED BY THE CUSTOMER UPON THE CUSTOMER EITHER CLICKING THE BOX INDICATING ITS ACCEPTANCE OF THIS AGREEMENT, BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY UTILIZING ANY SERVICES. CONTEMPLATED HEREUNDER OR ON THE BRNX TRAVEL RELATED WEBSITES.
IF YOU ARE AN INDIVIDUAL ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES ON WHOSE BEHALF INDIVIDUAL USERS ACCESS THE SERVICES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
WE MAY AMEND THIS AGREEMENT AT ANY TIME AND FROM TIME TO TIME BY POSTING THE AMENDED AGREEMENT ON THE BRNX TRAVEL HOMEPAGE (WWW.BRNXTRAVEL.COM). ALL AMENDMENTS SHALL AUTOMATICALLY BE EFFECTIVE UPON POSTING.
TO MAKE AN INQUIRY ABOUT THIS AGREEMENT CONTACT:
BRnX Travel
1, 2915 19 ST NE, CALGARY, AB CANADA T2E 7A2
“BRX Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with BRX Rentals Inc. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Customer” means a corporation, other legal entity, an unincorporated professional entity or a sole proprietor together with any of its Authorized Affiliates that uses the “Services” or ‘“Purchased Services” and agrees to this user agreement and is also referred to as a Contractor.
“Customer Data” means all data or information, regardless of format, submitted by Customer or any employee or other representative or authorized user of Customer to the Purchased Services or Services.
“DPA” means the Data Processing Addendum, which is incorporated into and forms part of this Agreement.
“Employer” means a corporation or another legal entity together with any of its Authorized Affiliates that uses the “Services” or “Purchased Services” to manage the compliance of its contractors with its own requirements.
“Employer Connection” means the sharing of the Customer Data as processed by the Services with an Employer also known as a Hiring Client, as authorized by the Customer or the Customer’s account administrators via the online, web-based application or otherwise.
“Malicious Code” means viruses, worms, time bombs, Trojan horses, malware, back door, drop dead device, spyware and other harmful or malicious code, files, scripts, agents or programs designed to (i) disrupt, disable or harm the operation of, or provide unauthorized access to, a computer system or network or other device on which such code is stored or installed, or (ii) compromise the privacy or data security of a user or damage or destroy any data or rile, in each case, without authorization and without the applicable user’s consent.
“Order Form” means the ordering documents for purchases hereunder, including addenda thereto, that are entered into between Customer and BRnX Travel from time to time. Order Forms shall be deemed incorporated herein by reference.
“Purchased Services” means additional services that Customer purchases or may purchase under an Order Form or any other separate agreement between BRnX Travel and the Customer which may include the provision of professional services, additional modules, functionality and additional support. For the avoidance of doubt, Purchased Services do not include Services.
“Services” means the online, web-based applications and platform provided by BRnX Travel, including support services but excluding Third Party Applications.
“Third-Party Applications” means online, web-based applications and offline solutions and products that are owned, licensed or provided by third parties, interoperate with the Services, and are identified as third-party applications, including but not limited to those listed in the User Guide.
“User Guide” means the online User Guide for the Services, accessible via https://www.BRnXTravel.com and/or other designated websites as described in the User Guide, as updated from time to time.
“Users” means individuals who are authorized by Customer to Use the Services, for whom subscriptions to a Service have been purchased, and who have been supplied User identifications and passwords by Customer (or by BRnX Travel at Customer request). Users may include but are not limited to Customer employees, consultants, contractors and agents or third parties with which Customer transacts business.
“We”, “Us” or “Our” means BRnX Travel.
The Services are available only to unincorporated professional entities, corporations, sole proprietors and other legal entities that can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to minors or to temporarily or indefinitely suspended Users.
To access the Services a valid email and password are required. BRnX Travel cannot and does not confirm each User’s purported identity beyond verification of the User’s authentication credentials. Customer is solely responsible for (i) maintaining confidentiality of passwords, (ii) not allowing others to use the email and password to access the Services, (iii) promptly informing BRnX Travel in writing of the need to deactivate a User due to actual or potential security concerns, and (iv) any losses that may be incurred or suffered as a result of Customer failure to maintain password confidentiality.
Provision of Purchased Services
We shall make the Purchased Services available to Customer pursuant to this Agreement and the relevant Order Forms during a subscription term as defined in the Order Forms (the “Subscription Term”). Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written statements made by Us regarding future functionality or features.
User Subscriptions
Purchase of a corporate subscription grants to the Customer access for an unlimited number of Users within Customer Customer is responsible for the administration of its Users and any and all issues related to its Users.
User Fees
Customer shall promptly pay all fees and other charges (the “Fees”) specified hereunder including without limitation in an Order Form. Except as otherwise specified herein (including in an Order Form), (i) Fees are quoted and payable in either Canadian Dollars or US Dollars as specified on the invoice (ii) Fees are based on Services purchased and not actual usage of the Services, (iii) payment obligations are non-cancelable and Fees paid are entirely non-refundable, (iv) the Customer shall have no right to reduce the level of Services or subscriptions purchased during the relevant Subscription Term, and (v) We may change Our Fees for the Services from time to time, and such changes to the Fees will not apply to Customer until the next renewal of the Subscription Term.
Invoicing and Payment
Customer will provide Us with valid and updated credit card information or with a valid purchase order or cheque or alternative instrument acceptable to Us in our sole discretion. If Customer provides credit card information to Us, Customer authorizes Us to charge such credit card for all Services listed in the Order Form for the applicable Subscription Term(s) and all renewals. For all subscription renewals, we will invoice Customer approximately 120 days in advance of subscription expiry. Unless otherwise stated, invoiced charges are due prior to renewal of subscription. Customer is responsible for ensuring that the billing and contact information it provides to BRnX Travel in connection with the Services are always accurate and complete.
Suspension of Service
If the Customer has failed to pay any Fees or other amount owing under this Agreement by 30 days following the expiry date of the subscription, We will without limiting Our other rights and remedies under this Agreement and at law, require that Customer immediately pay any and all unpaid Fees and other obligations to Us under this Agreement (or otherwise) so that all such obligations become immediately due and payable, and forthwith suspend the Services (and any other of Our services and/or obligations to Customer) until all such Fees and other amounts are paid in full. Once Services are suspended, Customer will be required to pay a reactivation fee in addition to any other Fees and other charges owing on the outstanding Order Form or agreement in order to access the Services again.
Taxes
Unless otherwise stated, Our Fees and other charges do not include any taxes, levies, duties or similar governmental or other assessments of any nature, including but not limited to value- added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If We have the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 4.4, the appropriate amount shall be invoiced to and promptly paid by Customer, unless Customer provides Us with a valid and satisfactory to Us (in our sole discretion) tax exemption certificate authorized by the appropriate taxing authority.
Our Responsibilities
We shall: (i) provide to Customer basic support for the Purchased Services at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours’ notice via the Purchased Services and which We shall schedule to the extent practicable during weekend hours between 6:00 p.m. Mountain Time Friday to 3:00 a.m. Mountain Time Monday), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, pandemic or global health emergencies, acts of terror, strikes or other labor problems, or Internet service provider failures or delays, and (iii) provide the Purchased Services only in accordance with applicable laws and government and other rules and regulations.
Customer Responsibilities
Customer shall (i) be responsible for Users’ compliance with this Agreement and will take reasonable and appropriate steps to ensure such compliance, (ii) be solely responsible for the accuracy, quality, integrity and legality of Customer Data and of the means by which Customer acquired the Data, (iii) ensure that all necessary notices have been provided, and all required consents and/or approvals have been obtained, in order to allow BRnX Travel and BRnX Travel Affiliates to Process (as defined in the DPA) Customer Data in connection with the Services, (iv) use best efforts to prevent unauthorized access to or Use of the Services, and notify Us promptly in writing of any such unauthorized access or use, and (v) use the Services only in accordance with the User Guide and the rules and/or terms and conditions which We may from time to time post on the BRnX Travel homepage (BRnXTravel.com) and all applicable laws and government and other rules and regulations. Customer shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent, lease, lend, loan, distribute, sublicense or otherwise assign or transfer the Services or any rights thereto in whole or in part, (c) us the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights (including privacy rights), (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or related systems and/or networks.
Usage Limitations
Services may be subject to other limitations, such as, for example, but without limiting the generality of the foregoing, limits on disk storage space, on the number of calls Customer is permitted to make against Our application programming interface, and, for Services that enable Customer to provide public websites, on the number of page views by visitors to those websites.
Responsibility for Information
BRnX Travel does not control, or assume any responsibility for, and shall not be liable in any way related to, any information provided by Users that may be made available through or by Our Services. Customer may find some Users’ information to be offensive, inaccurate, harmful, or deceptive but acknowledges and agrees that We shall have no responsibility or liability for such Users’ information or Customer shall, and shall ensure that all of its Users shall, exercise caution, safe practices, and common sense when accessing the Services.
Verification Process
Dependent upon the type of subscription purchased, BRnX Travel may perform a review and comparison of submitted data and documentation to determine validity and correctness. During this process BRnX Travel may assist on Customer’s behalf to adjust Customer provided information to achieve a higher level of completion or help the information display BRnX Travel will not adjust information that is not included or supported by provided documentation. Ongoing maintenance of the subscription remains Customer sole responsibility and any assistance provided by BRnX Travel should not be construed as an ongoing expectation.
Acquisition of Third-Party Products and Services
We may offer Third-Party Applications for sale through our site or Services. You acknowledge and agree that any acquisition of third-party products or services through our site or Services, including but not limited to Third-Party Applications and any implementation, customization or other consulting services, and any exchange of data between Customer and any third-party provider, is solely between Customer and the applicable third-party provider. We do not warrant or support third-party products or services, including without limitation Third Party Applications, whether or not they are designated as “certified” or otherwise and you acknowledge and agree that (i) We are not and will not be liable in any way for any issues, liabilities, damages or expenses Customer or Users may suffer or incur as a result of accessing, acquiring or using such third party products or services, including without limitation such Third Party Applications, and (ii) Customer shall at all times be liable for any and all issues, liabilities, damages or expenses it or its Users incur as a result of using such third party products or services, including without limitation such Third Party Applications. Customer is not required to purchase third-party products or services, including without limitation Third Party Applications, in order to use the Services.
Third-Party Applications and Customer Data
If Customer installs or enables Third-Party Applications for use with the Services or otherwise, Customer acknowledges and agrees that We may allow providers of those Third-Party Applications to access its Customer Data as required for the interoperation of such Third-Party Applications with the Services. By installing or enabling such Third- Party Applications, Customer consents to the fact that We may allow providers of those Third Party Applications to access Customer Data (including Personal Data, as defined in the DPA, regarding Users and other individuals that may be contained in such data), and Customer confirms that it has provided any required notices and obtained any consents required to allow such access to the Personal Data (as defined in the DPA), if any, contained in the Customer We shall not be responsible for any disclosure,
modification or deletion of Customer Data resulting from any such access by Third-Party Application providers. Customer shall have the ability, through its use of the Services, to restrict such access by restricting Users from installing or enabling such Third-Party Applications for use with the Services.
Right to Share Data
Customer may, at its sole and exclusive discretion, share, or authorize any third party or related party to the Customer to share, any data (including Customer Data) in its account with Employers. The Customer acknowledges and agrees that if it shares or authorizes the sharing of Customer Data with an Employer, that Employer shall have the authority to provide Processing (as defined in the DPA) instructions to BRnX Travel with respect to such Customer Data, including (without limitation) instructions to amend or delete all or part of the Customer Data. Moreover, Customer agrees that BRnX Travel shall comply with the Employer’s Processing instructions instead of the Customer’s instructions, if the Employer’s instructions conflict with, or are otherwise inconsistent with, Customer’s instructions in any manner.
Liability for Sharing Data
Customer acknowledges and agrees that it remains at all times solely and exclusively liable and responsible for any and all access, use, disclosure or other Processing (as defined in the DPA) of such Customer Data, including without limitation with respect to any disclosure of such Personal Data included or contained within the Customer Data, with Employers, and Customer represents and warrants that it has, and will ensure that all of its Users have, provided any required notices and obtained any and all consents required under all applicable privacy legislation from any and all individuals with respect to collection, use, disclosure and other Processing of their Personal Data which may be contained within the Customer Data. Furthermore, the parties agree that BRnX Travel shall bear no liability or responsibility for any actions or omissions with respect to the Customer Data, which are taken by BRnX Travel pursuant to instructions from any Employer(s) as described at Section 8.1.
Reservation of Rights
Subject to the limited rights expressly granted hereunder, we reserve, retain and own all rights, title and interest in, to and associated with the Services, including without limitation all intellectual property rights, whether registered or unregistered. Customer acknowledges and agrees that neither Customer nor any User has or shall obtain any rights or license hereunder except as expressly set forth or granted For the purposes of this Agreement, “intellectual property rights” shall include patents, trademarks, copyrights, trade secrets, design rights, and any other proprietary rights, whether registered or unregistered, and any application for registration of any of the foregoing, and any right to file any such application, which may subsist anywhere in the world.
Restrictions
Customer shall not, directly or indirectly, (i) permit any third party to access the Services except as specifically permitted herein or in an Order Form, (ii) create derivative works based on the Services, (iii) copy, frame, translate or mirror any part or content of the Services, (iv) reverse engineer,
decompile or disassemble the Services or any part thereof, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions, code or graphics of the Services.
Ownership of Customer Data
As between BRnX Travel and Customer, except as otherwise provided herein or an Order Form, Customer exclusively owns all rights, title and interest in and to all of Customer Data.
Suggestions
We shall have, and Customer hereby grants to Us a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the operation of the Services.
Definition of Confidential Information
As Used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Confidential Information shall include Customer Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include all Order Forms as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known (as evidenced by its written records) to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed (as evidenced by its written records) by the Receiving Party.
Protection of Confidential Information
Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors or agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
Compelled Disclosure
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the
disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
Our Warranties
We warrant that the Services shall perform materially in accordance with the User Guide. For any breach of such warranty, Customer’s exclusive remedy shall be to terminate this Agreement and receive the return of Customer Data in accordance with Section 13.5.
Customer Warranties
Customer represents and warrants to Us that (i) Customer has the legal power to enter into this Agreement and perform all of its obligations contemplated hereunder, (ii) Customer has all necessary rights, consents and/or waivers to share, use, store, disclose, process or otherwise handle any and all Data including without limitation any Personal Data (as defined in the DPA) contained within such Data; and (iii) Customer will not transmit to Us any Malicious Code.
NO Additional Warranties by US
Except as otherwise specifically provided in section 11.1, the services and all information, content, materials, products (including solutions) and other services included with the services or otherwise made available to customer by us are provided by us on an “as is” and “as available” customer expressly agrees that customer and customer users use of the services is at its sole risk.
Disclaimer and Limitation of Liability
Except as expressly provided in section 11.1, to the maximum extent permitted by applicable law, we disclaim any and all warranties and conditions, express, implied, statutory or otherwise including, but not limited to, implied warranties of title, non-infringement, merchantable quality and fitness for a particular purpose and any warranties arising by statute, operation of law, course of dealing, performance or usage of trade. we do not guarantee that the services or purchased services will meet your requirements, that they will perform error-free or uninterrupted, or that they will be available when requested by customer or any user. further, except for the exclusive remedy specified in section 11.1, we will not be liable for any damages or liability of any kind arising out of or in any way related to this agreement or the use of the services or from any information, content, materials, products (including solutions) or services included on or otherwise made available to customer through or in connection with the services, including, but not limited to, direct, indirect, incidental, punitive, special and consequential damages and our total aggregate liability for any such damages shall be capped at an amount equal to the total amount of fees paid by the customer to us during the 12 month period preceding the event giving rise to the liability claim.
Indemnification
Customer covenants and agrees to indemnify and save harmless Us and Our Affiliates and our respective directors, officers, employees, agents and consultants of and from all liabilities, claims, demands, actions, causes of action, damages, losses, costs and expenses whatsoever (including legal fees on a solicitor and his own client basis) suffered or incurred by any of them, directly or indirectly, arising out of, under or pursuant to:
Term of Agreement
This Agreement commences on the date Customer accepts it or is deemed to accept it and continues until all User Subscription Terms purchased by Customer and granted in accordance with this Agreement have expired or been terminated.
Term of PurchasedUser Subscriptions
Customer acknowledges and agrees that each User subscription purchased by Customer commences on the start date specified in the applicable Order Form and continues for the Subscription Term specified therein. Except as otherwise specified, all User subscriptions shall trigger notification for renewal for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other written notice of non-renewal at least 30 days before the end of the relevant Subscription Term.
Termination of Agreement
We reserve the right to immediately terminate this Agreement upon delivering to the Customer written notice if any of the following events occur:
Payment upon Termination
Upon any termination of this Agreement, all Fees which are outstanding as at the date of such termination, and all Fees remaining to be paid for the duration of the Subscription Term, shall become immediately due and payable and the Customer shall immediately pay all such unpaid Fees from all Order In no event shall any termination by Us relieve Customer of the obligation to pay any Fees and/or other amounts payable to Us up to and including the last day of the Subscription Term of all Order Forms.
Return of Customer Data
Upon request by Customer made within 30 days after the effective date of termination of a Purchased Services subscription, We will make available to Customer for download a file of Customer Data in comma separated value (.csv) format along with attachments in their native format. After such a 30-day period. We shall have no obligation to maintain or provide any of Customer Data and shall thereafter, unless legally or contractually prohibited by obligations signed with Employers with access to Customer Data, delete all of Customer Data in Our systems or otherwise in Our possession or under Our control.
Consequences of Termination
Immediately upon the effective date of termination of this Agreement, Customer shall (i) stop using the Services and ensure that any and all Users’ access to the Services is blocked, and (ii) return or destroy, at Our option, any and all intellectual property, assets, Confidential Information, or other documentation which belongs to Us.
Surviving Provisions
All provisions of this Agreement that by their nature would be expected to survive the termination or expiration of this Agreement shall survive any termination or expiration of this Agreement including, without limiting the generality of the foregoing, Sections 4, 7, 8.2, 9, 10, 11.3,
11.4, 12, 13.4, 13.5, 13.6, 13.7, 14, 15 and 16.
General
BRX Rentals is a company incorporated under the laws of Alberta with its head office located at #1, 2915 19 ST NE, CALGARY, AB CANADA T2E 7A2. Telephone: (844) 276 9875. Electronic mail: info@brnxtravel.com. Website: www.BRnXTravel.com.
Manner of Giving Notice
Except as otherwise specified in this Agreement, all notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon:
(i) personal delivery, (ii) the second business day after mailing, (iii) the first business day after sending by confirmed facsimile, or (iv) the first business day after sending by email. Notices to Customer shall be addressed to the administrator designated by Customer for its relevant Services subscription, and in the case of billing-related notices, to the relevant billing contact designated by Customer.
Agreement to Governing Law and Jurisdiction
This Agreement shall be governed and interpreted according to the laws of the Province of Alberta and the laws of Canada applicable therein (without giving effect to the choice of laws provisions thereof) and each party to this Agreement agrees to attorn to the non-exclusive jurisdiction of the courts of Alberta.
Waiver of Jury Trial
Each party to this Agreement hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
Use of BRnX Travel Logo(s)
BRX Rentals and BRnX Travel (“Logo(s)”) are property of BRX Rentals Inc. printers, contractors, suppliers, employers, clients, graphic artists and any other organizations are able to request permission for use of the Logo(s).
Use of Logo(s) Conditions
Use of the Logo(s) is strictly prohibited without the express written consent of BRnX Travel (which consent may be arbitrarily withheld). Any use of the Logo(s) must be for a purpose that supports the mission and goals of BRnX Travel We reserve the right to request proofs for approval for any and all use of Our Logo(s). Utilization of the Logo(s) in a manner deemed to be inappropriate by Us or that is outside of the scope of the Logo and Copyrighted Materials Permissions Form shall be referred to BRnX Travel’s legal counsel for possible prosecution. We also reserve the right and authority to withdraw permission for use of the Logo(s) or trademarked material without prior notice and the right and authority to approve or deny any request permission for use of the Logo(s) or trademarked material.
Copyrighted and Trademarked Materials
BRnX Travel logo below in all possible versions, the BRnX Travel seals below (“Logo(s)”) are all protected under the relevant copyright, trademark, and related intellectual property legislation in Canada and/or the United States of America. Customer acknowledges and agrees that it will and will ensure that any User or third party authorized by Us will, only reproduce the Marks in accordance with the strict guidelines We provide, and Customer will make
no changes or modifications to the Marks (including without limitation to the size, colours, fonts, or shapes). Customer will at all times make clear in any reproduction or use of the Marks that the Marks are the registered or unregistered Marks of BRnX Travel and are being used by Customer under license. Customer shall display the following indicator with every use of the Marks: “© 20XX BRnX Travel, used under license” or “TM BRnX Travel, used under license” or for the United States ®BRnX Travel, used under license”.
Copyright
All content included in or made available by Us including through any Service-such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and solutions-is Our exclusive property or used under license (unless otherwise specified) and is protected by Canadian and international copyright laws. The compilation of all content included in or made available by Us through any Service is Our exclusive property or the property of our licensors and protected by Canadian and international copyright laws.
Trademarks
In addition to the Marks, our graphics, logos, page headers, button icons, scripts, and service names included in or made available by Us (including through any Service) are, unless otherwise specified, Our trademarks or trade dress in Canada and other countries, or the trademarks of our Such trademarks and trade dress may not be used in connection with any product or service that is not Ours, in any manner that is likely to cause confusion among consumers or third parties generally, or in any manner that disparages or discredits Us or our licensors.
Data Protection
Customer and BRnX Travel will comply with principles of protecting Personal Information and Data, as well as the provisions of the Data Processing Addendum (DPA) and, if applicable, the Data Processing Terms (GDPR specific provisions) and Standard Contractual Clauses incorporated in this Agreement.
Privacy Policy
Customer agrees that Customer has reviewed and understands our Privacy Policy, posted on BRnXTravel.com, and Customer acknowledges and agrees that BRnX Travel may Process (as defined in the DPA) Personal Data (as also defined in the DPA) in accordance with such policy.
Relationship of the Parties
The parties are independent This Agreement does not create a partnership, franchise, joint venture, agency, or fiduciary or employment relationship between the parties.
No Third-Party Beneficiaries
There are no third-party beneficiaries to this Agreement
Waiver and Cumulative Remedies
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
Severability
If any provision of this Agreement 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 this Agreement shall remain in effect.
Collection Fees
Customer shall pay on demand all of Our reasonable fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement.
Assignment
Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent (which consent may be arbitrarily withheld). Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective heirs, personal representatives, successors and permitted assigns.
Entire Agreement
This Agreement, including the DPA and all schedules and appendices hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Except as otherwise specified in this Agreement, no modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Customer purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
Language
Each of the parties acknowledges having required that this Agreement and all documents, notices, correspondence, and legal proceedings consequent upon, ancillary or relating directly or indirectly hereto, forming part hereof or resulting directly or indirectly here from be drawn up in English.
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