We appreciate your interest in Bruxt.

These Terms of Service (“Terms”) establish a legally binding agreement between ENJOYBILL PTY. LTD. d/b/a Bruxt (“Bruxt”, “Enjoybill”, “we” or “us”)and you (“Licensee” or “you”). They serve as the legal framework governing your access and use of Bruxt’s proprietary online software, which facilitates businesses in finding business profiles by providing access to information about business professionals and companies (referred to as the “Data”) stored in Bruxt’s B2B database (referred to as the “Database”). This software is made available through a Software as a Service model and can be accessed via various means, including an API, integrated application, browser extension, downloadable software, or Bruxt’s website (collectively referred to as the “Solution”). The Solution, along with the Bruxt website (www.bruxt.com) (“Site”), and all its features, functionalities, data, and content, are collectively referred to as the “Services.”

Before installing or using our Services, it is important to carefully read and understand the Terms outlined below. By accessing, using, downloading, or installing our Services, you acknowledge that you have read and agreed to these Terms (collectively “Terms of Service”), as well as our Privacy Policy. These Terms govern your use of the Services and any additional features or functionalities that may be introduced over time. You are obligated to comply fully with these Terms. If you do not agree with any of the Terms, you must cease using the Services immediately. In such a case, you are prohibited from downloading, copying, accessing, or installing the Solution, and you may not utilize any of our Services in any manner.

The Services provided by Bruxt are not intended for individual users. As a Licensee, you confirm that you have the legal right to provide Bruxt with the information you provide through the Services. If your email account is owned by your employer, you must be authorized by your employer to sign up for the Services. If you do not have the necessary right or authorization, you are not permitted to use the Services.

By subscribing to the Services, the representative of the Licensee will bind the legal entity on whose behalf the subscription is made. If you are using Bruxt as a member of an organization or using your organization’s email domain, thereby representing yourself as a member of the organization, you acknowledge and agree that Bruxt may share your email address and plan information with an authorized agent of your company upon their request. This is done to allow them to administer the account for your company effectively.

Software as a Service

Subject to the terms and conditions outlined in these Terms, Bruxt grants Licensee a limited, non-exclusive, non-sublicensable, and non-transferable right to use and access the Solution for Licensee’s internal business use and operations. This right is valid for the duration of the applicable subscription period and is subject to the specified number of End Users and credits as defined in the relevant Purchase Order.

An “End User” refers to an individual user who has registered to the Solution through access provided by the Licensee’s administrator. All individuals using the Solution under the Agreement must be provisioned as End Users. The Licensee bears sole responsibility for managing the access granted to End Users and has the authority to add or remove access rights as necessary.

Upon termination of the Agreement, the Licensee may still use the Data, subject to certain restrictions outlined below.

Creating an Account

To make full use of the Services, you are required to register and create an account. This can be done by providing specific details, such as your full name and email address, through the Site. It is important that you keep your account credentials confidential and secure. If you become aware of any unauthorized use of your account, you must notify us immediately. By accepting the Terms, you acknowledge that you are responsible for all activities carried out under your account.

Upon creating an account, you will be automatically added to our mailing list. If you wish to unsubscribe from this mailing list, you can do so by clicking the “unsubscribe” link provided at the bottom of any email communication sent to you.

We reserve the right to cancel your access to the Services and terminate your account at our sole discretion, with or without prior notice, and for any reason. In the event of termination, discontinuation, or cancellation of the Services or your account, certain provisions of these Terms will continue to apply. These provisions include, but are not limited to, licensing and ownership rights, warranty disclaimers, limitations of liability, indemnity, and dispute resolution provisions.

Changes to the Terms

We retain the right to make modifications, changes, suspensions, or discontinuations (referred to as “Changes”) to the Solution, Services, or any part of them, either temporarily or permanently. These Changes may occur with or without prior notice and without incurring any liability. They may be implemented for various reasons, including the improvement, enhancement, or debugging of the Solution or other aspects of the Services.

In the event of material Changes, we will notify you through the Site, Services, or other means such as email, prior to the effective date of those Changes. For non-material Changes, the updated Terms will be effective as indicated by the “last updated” date at the top of these Terms.

By continuing to use the Solution or Services after any revisions have been made, you are indicating your complete and irrevocable acceptance of the Changes. If you do not agree with the new or modified Terms, your only option is to discontinue using the Solution and Services and cancel your registration.

Support Services

Bruxt is committed to providing reasonable support for the Services. We have developed various tools to assist users with frequently asked questions and general support issues, including technical support. Additionally, we continuously test and implement updates, perform maintenance tasks, and troubleshoot errors to enhance the quality of the Services.

While we strive to maintain these support efforts, please note that we do not guarantee the ongoing operation of all support tools and resources. We reserve the right to modify, reduce, limit, or terminate our maintenance and support efforts at our discretion.

Intellectual Property Rights

Bruxt holds all intellectual property rights to the Database, the Solution, and any associated components, as well as any derivatives, modifications, and enhancements thereof. These rights are exclusive to Bruxt and are protected by applicable intellectual property laws.

Within Bruxt’s profiles, there may be references or links to external websites (referred to as “Linked Sites”). It’s important to note that Bruxt does not endorse or have any affiliation with the Linked Sites, and we are not responsible for the content found on those sites.

Licensee is prohibited from using Bruxt’s trade name, trademarks, service marks, brands, logos, or any links to Bruxt’s website for purposes other than those explicitly stated in connection with the agreement. This includes refraining from using such marks or links in any communications that utilize Data obtained from Bruxt, without obtaining prior written consent from Bruxt.

Licensee Obligations

Licensee is strictly prohibited from engaging in the following activities, and shall not permit any third party to do so: (i) Attempting to interfere with the Solution, such as infiltrating, hacking, reverse engineering, decompiling, or disassembling the Solution or the Database.(ii) Using the Data for purposes other than Licensee’s internal business use, which includes marketing to prospective and current Licensees or recruitment purposes. (iii) Publishing, distributing, sharing, selling, leasing, transferring, or otherwise making the Data available to any third party, and taking necessary measures to prevent unauthorized use or misuse of the Data by any third party. (iv) Sub-licensing the right to access and use the Solution or providing remote access to unauthorized individuals or third parties. (v) Using the Data to compile similar databases or services. (vi) Using the Solution to determine eligibility for credit, insurance, employment, governmental licenses or benefits, or any purpose covered by the Fair Credit Reporting Act. (vii) Violating the privacy and other rights of third parties. (viii) Using the Solution in a manner that can be considered stalking, offensive, abusive, defamatory, fraudulent, deceptive, threatening, or advocating harassment or intimidation. (ix) Using the Solution or the Data in violation of applicable laws, including privacy and data protection laws, spam laws, and any laws governing illegal activities. (x) Disparaging or misrepresenting Bruxt’s capabilities or reputation. (xi) Disclosing the source of the Data provided by Bruxt.

When using the Data, Licensee agrees to comply with all applicable data protection, security, marketing, and privacy-related laws and regulations, including GDPR, CCPA, LGPD, Federal CAN-SPAM Act, Canada’s Anti-Spam Legislation, and other equivalent laws in relevant jurisdictions. In the event of a violation of these restrictions, Bruxt reserves the right to suspend Licensee’s access to the Solution. Furthermore, if Licensee knowingly breaches any material term of the Agreement, Bruxt is entitled to injunctive relief, including attorneys’ fees and court costs, as necessary to remedy the breach, in addition to any other damages available under the law.

Privacy

Each party agrees to process Personal Data in accordance with the data processing addendum (DPA) available at the following link: [DPA Link] The term “Personal Data” refers to the meaning ascribed to it in Regulation (EU) 2016/679.

Confidentiality

Both parties may have access to non-public proprietary, confidential information, or data of the other party, regardless of how it is provided. This information is considered “Confidential Information” and includes the fact that the parties have entered into this Agreement and the contents of the Agreement itself. However, Confidential Information does not include information that: (i) becomes publicly available without any fault or breach by the receiving party; (ii) the receiving party can demonstrate it possessed prior to receiving it from the disclosing party; (iii) the receiving party obtains from a third party who has the right to disclose it; or (iv) the receiving party independently develops without using or referencing the Confidential Information. The receiving party agrees to the following: (a) not to disclose the disclosing party’s Confidential Information to any third parties, except to its Representatives (directors, officers, employees, advisors, or consultants) on a “need to know” basis, provided they are bound by confidentiality obligations; (b) not to use or reproduce the disclosing party’s Confidential Information for any purpose other than fulfilling its obligations under the Agreement; and (c) to maintain the confidentiality of the disclosing party’s Confidential Information using a degree of care that is at least as protective as the receiving party uses for its own confidential information, with a reasonable degree of care being the minimum standard. However, if the receiving party is legally obligated to disclose any of the disclosing party’s Confidential Information, it will promptly notify the disclosing party to allow for seeking a protective order or other appropriate relief before making such disclosure, in accordance with applicable laws, rules, or regulations.

Warranties

Each party confirms the following representations and warranties:

1. The Terms and any accompanying Purchase Orders are legal, valid, and binding obligations that can be enforced against them according to the terms of the Agreement.
2. The execution, delivery, and performance of the Agreement by each party will not violate any applicable laws, rules, or regulations.

Furthermore, Licensee specifically represents and warrants that Licensee is not a data broker.

Indemnification

Licensee agrees to indemnify, defend, and hold Bruxt, its directors, employees, and agents harmless from any and all claims, damages, obligations, losses, liabilities, costs, or debts, including attorney’s fees, arising from the following:

1. Licensee’s use of and access to the Services.
2. Licensee’s violation of any term of these Terms.
3. Licensee’s violation of any third party right, including but not limited to copyright, property, or privacy rights.
4. Any claim that Licensee’s acts or omissions caused damage to a third party.

Bruxt will not be held liable for any actions taken with the Data by Licensee, its employees, agents, partners, service providers, sub-processors, or any other third party under any circumstances.

Disclaimer of Warranties

BRUXT PROVIDES THE SOLUTION AND THE DATA TO LICENSEE ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED. THIS INCLUDES WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ACCURACY. BRUXT DOES NOT GUARANTEE THAT THE SOLUTION, THE DATA, OR ANY RELATED SERVICES WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION.

IT’S IMPORTANT TO NOTE THAT BRUXT OPERATES AS A SEARCH PLATFORM, AND MOST OF THE INFORMATION IT PROVIDES IS NOT CREATED DIRECTLY BY BRUXT. THE INFORMATION IS RETRIEVED FROM THE WEB OR CONTRIBUTED BY OTHER USERS AND BUSINESS PARTNERS. THEREFORE, BRUXT AND ITS CONTENT PROVIDERS ARE NOT LEGALLY LIABLE OR RESPONSIBLE FOR THE ACCURACY OR COMPLETENESS OF ANY DATA PROVIDED THROUGH THE USE OF THE SOLUTION. LICENSEE ASSUMES ALL RESPONSIBILITY AND RISK ASSOCIATED WITH THE USE OF THE SOLUTION AND THE DATA.

Limitation of Liability

BRUXT WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE CAUSE AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IT BE FOR BREACH OF THE AGREEMENT, THE DATA PROCESSING ADDENDUM (DPA), TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL THEORY. THIS LIMITATION OF LIABILITY APPLIES EVEN IF BRUXT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR THE INDEMNITY OBLIGATIONS UNDER SECTION 10 OR IN CASES OF WILLFUL MISCONDUCT, BRUXT’S MAXIMUM AGGREGATE LIABILITY UNDER OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEE PAID BY LICENSEE TO BRUXT DURING THE 12-MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.

Consideration; Tax

Bruxt may require the payment of fees for certain services (“Paid Services”) as determined by Bruxt in its sole discretion. The fees and payment terms will be communicated to you in advance. Unless stated otherwise in the purchase order, fees for the services are due and payable in advance and should be paid by credit card as per the provided instructions. If no payment schedule is specified for subscription fees, the full amount is payable within 30 days following the activation of the service.

Bruxt reserves the right to change its fees at any time, with notice to you if the change may affect your existing subscriptions. If you received a discount or promotional offer, Bruxt may automatically renew your subscription to the Bruxt service at the full applicable fee without notice.

All fees are considered to be in U.S. Dollars and are exclusive of any taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all applicable taxes related to your use of Bruxt services. If Bruxt is required to collect or pay taxes on the fees payable by you, such taxes may be added to the payment of any outstanding fees.

Failure to pay the fees may result in the suspension or discontinuation of your access to the Bruxt solution. Any unpaid amounts will be subject to a late charge of 1.5% per month from the due date. Licensee is responsible for all collection fees and legal expenses incurred in the collection of late payments. All payments made under this agreement are non-refundable.

If there is a chargeback on a payment, your use of Bruxt services will not resume until you re-subscribe and pay any applicable fees in full, including fees and expenses incurred by Bruxt and/or any third-party services due to the chargeback.

Bruxt reserves the right to dispute any chargeback and provide relevant information and documentation to prove that the transaction was authorized and the services were utilized.

Subscription Auto-Renewals

Certain Paid Services offered by Bruxt include an automatic renewal option by default. This means that at the end of the subscription period, the Paid Services will automatically renew for a period equal to the original subscription period, unless otherwise notified. The renewal will be at the same price, subject to applicable tax changes and excluding any initial discounts or promotional offers.

Bruxt will attempt to automatically charge the applicable fees using the same payment method up to two weeks before the renewal period begins. If the fees cannot be collected, Bruxt may, at its discretion, retry collection at a later time or suspend/cancel your user account without further notice. If your renewal is for a yearly or multi-year subscription, Bruxt will strive to provide you with at least 30 days’ notice prior to the renewal date.

However, Bruxt reserves the right, at its sole discretion, to choose not to enter into any renewal for any reason, without any liability or obligation to you.

You have the option to turn off the auto-renewal feature for Paid Services at any time through your user account settings or by visiting the Bruxt Help Center.

Term; Termination

According to the terms outlined in the agreement:

1. The agreement starts on the date of fee payment by the Licensee, unless stated otherwise in the applicable Purchase Order. It remains in effect for the initial subscription period (referred to as the “Initial Term”) and any subsequent subscription periods (referred to as “Renewal Terms”), collectively known as the “Term.”
2. Licensee has the right to request termination of the agreement and Services at any time by following the cancellation instructions provided on the Bruxt Services. The effective date and time of cancellation will be when the cancellation process is completed. For Paid Services, the cancellation will take effect at the end of the current subscription period.
3. In the case of Renewals, the subscription will continue until the expiration of the respective period for which payment has already been made. To avoid automatic renewal and charges, a cancellation request should be submitted at least fourteen (14) days prior to the expiration of the current service period, as the cancellation process may take a few days.
4. Bruxt reserves the right to terminate the agreement by providing written notice to Licensee under the following circumstances: (i) Licensee materially breaches the agreement and fails to remedy the breach within seven days after receiving written notice; (ii) Licensee is judged bankrupt or insolvent, makes an assignment for the benefit of creditors, or has a trustee or receiver appointed, or files for bankruptcy or similar laws; or (iii) Licensee’s package is deprecated by Bruxt.

Upon termination or expiration of the agreement, Licensee must immediately cease using the Solution, and all outstanding payments become due and payable.

5. If Bruxt terminates the agreement due to Licensee’s breach, Licensee must provide Bruxt with a complete list of all third parties to whom Licensee disclosed the Data and irrevocably delete the Data, except for any Data that Licensee already knew or possessed prior to obtaining it through the Solution. Licensee is required to provide a notice, signed by an officer of the Licensee, confirming compliance with these provisions.

Please note that these are general explanations, and it is essential to refer to the original agreement for accurate and complete details.

Governing Law

If the Licensee’s country of incorporation is the Australia, the Agreement will be interpreted according to the laws of the State of New South Wales, without considering conflict of laws principles. Any disputes related to the Agreement will be exclusively brought before the competent courts of the State of New South Wales.

If the Licensee’s country of incorporation is not the Australia, the Agreement will be interpreted in accordance with the laws of England, disregarding conflict-of-law or choice-of-law principles. Any disputes arising from or in connection with the Agreement will be exclusively brought before the competent courts of England.

It’s important to note that the provided information is a general summary, and for accurate and complete details, it’s recommended to refer to the original agreement.

Arbitration Procedures

If the Licensee’s country of incorporation is the Australia, the parties agree to resolve any disputes through arbitration administered by the Australian Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted on an individual basis by a sole arbitrator. The arbitration may take place in New South Wales, or through telephonic or remote electronic means. The AAA rules will govern the payment of arbitration fees.

If the Licensee’s country of incorporation is outside the Australia, the parties agree that any dispute arising from or in connection with the Agreement will be resolved through arbitration under the LCIA (London Court of International Arbitration) Rules. The arbitration will be conducted with a single arbitrator, and the seat of arbitration will be in London, England. The proceedings will be conducted in English, and the substantive law of England will govern the contract.

It’s important to review the original agreement for precise details and any additional provisions regarding arbitration procedures and fees.

Miscellaneous

These Terms represent the entire agreement between the parties regarding the subject matter and supersede any previous written agreements or discussions. In the event of a conflict between the Agreement and a Purchase Order, the Terms of this Agreement take precedence. The Licensee agrees that Bruxt may disclose the Licensee’s status as a client of Bruxt. During the term of this Agreement, the Licensee grants Bruxt the right to use the Licensee’s company name and logo in marketing materials and on Bruxt’s website until the Licensee discontinues the use of the Solution.

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be interpreted to give it the maximum effect possible, and the validity and enforceability of the remaining provisions will not be affected. The failure of either party to enforce any provision of the Agreement at any time does not constitute a waiver of that provision or the right to enforce it later.

All notices under this Agreement must be in writing and will be considered duly given when delivered by messenger during the recipient’s normal business hours or when sent by international airmail, with a three-business-day posting period.

The Licensee is not allowed to transfer or assign its rights or obligations under this Agreement to a third party, except in cases where the other party is a related entity or in the event of a merger, acquisition, or sale of all or a significant portion of its business, without the need for the other party’s consent.

Please refer to the original agreement for the precise wording and additional provisions related to these terms.

Contact Us

If you have any requests, questions, comments, or concerns regarding our Privacy Policy or our practices, you can reach out to us by emailing privacy@bruxt.com. Alternatively, you can contact us using the following address:

ENJOYBILL PTY. LTD. l2/11-13 York St, Sydney, NSW, 2000, Australia