BIARRI NETWORKS FOND TERMS OF SERVICE V 2.0 Released 14th January, 2020

1. DEFINITIONS

  • Affiliate means a) any entity controlling or controlled by either Party; and b) any entity under common control with either Party, for so long as such common control continues to exist, where “Control” means ownership either directly or indirectly of not less than 50% of the voting shares.
  • Client Data means data which the Client uploads, transmits or creates via the Software.
  • Confidential Information means any non-public information disclosed by either Party to the other Party in writing which is designated as “confidential” or “proprietary” (or with a similar legend), or which the receiving Party reasonably ought to know is confidential in light of the nature of the information or the circumstances of its disclosure. Even if not so marked, the Parties agree that (i) Client Data, (ii) any pricing information, (iii) any Service Order and (iv) the terms of this Agreement are Confidential Information.
  • Fees means the charge(s) payable by the Client to Biarri Networks pursuant to this Agreement, as specified in the Service Order.
  • Intellectual Property Rights means patents, copyrights, trade secrets, and other proprietary rights recognized in any jurisdiction worldwide, and all applications and registrations therefore.
  • Materials means all manuals, data, documents, and information which are prepared, written, made accessible, provided or developed by Biarri Networks or its licensors in connection with the Services, including help and support documentation.
  • Party means either Biarri Networks or the Client as the context dictates, and Parties means Biarri Networks and the Client.
  • Service Order means the applicable order form for the provision of Services, whether in physical or electronic format, relating to the provision of goods and Services by Biarri Networks and any similar ordering document, delivered to or made available to Biarri Networks through a medium or channel approved by Biarri Networks, by which the Parties agree the particulars of the Client’s use of the Software. 
  • Service(s) means a multi tenancy Software service available via the internet. Client’s use of the Service is expressly limited to Users up to the maximum number of units stated in a Service Order. 
  • Software (or “FOND”) means machine readable code owned by or licensed to Biarri Networks, and Upgrades thereto released during the term of the Agreement, and which is accessed and used by the Client, and regardless of whether the Software is hosted by Biarri Networks, the Client or a third party.
  • Support Services means Biarri Networks’ technical support service available via email and phone communication.  
  • Upgrades means any bug fixes, error corrections, modifications, updates, upgrades and new versions of the Software provided by Biarri Networks to its Clients at no additional charge.
  • User means any individual person who accesses the Services or the Software. User includes all User Types.
  • User Type means the extent of access that determines which features and capacities are available to a User. User Type is visible in the Account Section of the Software and on the Service Order. User Types include: View-Only (Users simply invited to view a design in the Software, without ability to request Support Services or edit designs in the Software), Team Member (Users with edit access to the Software and ability to request Support Services, but no access to create a design), and Design Pro (Users with full-feature design and edit access to the Software and ability to request Support Services).

2. SOFTWARE SUBSCRIPTION AND SERVICES

  • During the term of the applicable Service Order, Client may access and use Biarri Networks’ Services pursuant to the terms of this Agreement. Biarri Networks retains all right, title and interest in and to the Services, including without limitation, all Software used to provide the Service and all logos and trademarks reproduced through the Service. This Agreement does not grant Client any Intellectual Property Rights in the Service or any of its components. 
  • Restrictions. Unless expressly authorized under this Agreement or by Biarri Networks in writing, the Client is not permitted to: 
    • reverse engineer, adapt, modify, create derivative works of, make additional copies of, separate, or develop the Software, or facilitate or assist any such activity; 
    • integrate or link the Software with other software; 
    • sell or otherwise earn consideration by providing access to the Software; 
    • permit third party access to the Software; or
    • use the Software to assist a competitor of Biarri Networks in developing competing Software. 
  • Term of Subscription or Service. Biarri Networks will provide each Service from the Service Order Effective Date for any period specified in an agreed Service Order (the “Term”).
  • Client And Responsibilities.
    • Confidentiality of Username and Password. The User is responsible for the confidentiality of the username and password used by its personnel to access the Software and agrees not to give its username or password to any third party.
    • Accuracy of Data. The Client acknowledges that by transmitting Client Data within the Software, the Client is inviting any recipients to rely upon that information and that the retraction of such information may, therefore, affect the recipients. The Client is entirely responsible for the content and delivery of Client Data, including without limitation, the accuracy, usefulness, timeliness and completeness of Client Data.
    • Other Obligations. Client is responsible for compliance with this Agreement and any Service Order by its employees, contractors and agents and is liable for all their acts and omissions. The Client understands and acknowledges that Biarri Networks’ ability to provide the Services is dependent on the Client undertaking these obligations (or such reasonable obligations as may be advised to the Client by Biarri Networks). The Client acknowledges that failure to perform any such obligations may result in a failure to receive Services and/or additional costs being payable for the Services.
  • Customer Support Services
    • For Design Pro and Team Member Users, email and phone support is included at no additional cost. 
      • Biarri Networks attempts to respond to email support questions within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time.  
      • We may limit or deny your access to support if we determine, in our reasonable discretion, that you are acting, or have acted, in a way that results or has resulted in misuse of support or abuse of Biarri Networks representatives.  
      • Issues resulting from your use of API’s or your modifications to code in the Subscription Service may be outside the scope of support. 
      • Biarri Networks only provides support for Design Pro and Team Member Users.
    • For any View-Only access Users, free online support materials are available at: https://fondhelp.biarrinetworks.com.

3. FEES

  • Client shall pay Biarri Networks the Subscription Fee for each Subscription Period as provided in the applicable Service Order.
    • The Service is billed in advance on a monthly or annual basis and is non-refundable. There will be no refunds or credits for partial months of service, downgrade refunds, or refunds for months unused with an open account.
    • For any upgrade in User Type level, Client will automatically be invoiced the new rate on the next billing cycle. 
  • Taxes. All Fees specified on a Service Order exclude any foreign or domestic governmental taxes or charges of any kind that may be applicable to this Agreement. Client will (i) pay Biarri Networks applicable taxes (excluding Biarri Networks’ income taxes) listed on a relevant invoice and (ii) withhold all applicable local taxes, which may be in addition to the total Fees due on a Service Order. 
  • This Section shall survive the termination of this Agreement.

4. ACCEPTABLE USE OF THE SERVICES 

  • All Users must use the Services in accordance with this Agreement and in accordance with all applicable laws. Users must not use the Services in any fashion that would (or would assist others to):
    • Mislead, deceive, stalk, threaten, or harass another person or Party; 
    • make available any data that is unlawful, harassing, threatening, harmful, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful or racially or ethnically offensive;
    • post or transmit (i) information that infringes or violates the rights of a third party, including the rights of privacy and publicity or (ii) unsolicited messages, junk mail, spam or chain letters or material that might be considered offensive;
    • interfere with or disrupt the Services or cause or knowingly facilitate the spread of a virus, worm, Trojan horse, or other harmful object;
    • collect or store personal data without permission;
    • attempt to breach or circumvent Software security;
    • violate any law; or
    • undertake promotions or undertake commercial activity not connected with the business purposes the Services are intended to support.
  • In order to provide the Services effectively and in accordance with applicable law and the Agreement, Biarri Networks may monitor and record a User’s use of the Services and the User authorizes Biarri Networks to collect, store and use all such information in line with the Privacy and Confidentiality provisions specified in this Agreement.

5. CONFIDENTIALITY

  • Obligation. Both Parties acknowledge that the Confidential Information obtained by either Party pursuant to this Agreement may constitute valuable trade secrets of the disclosing Party. Each Party agrees to use Confidential Information solely in accordance with the provisions of this Agreement and not to disclose, or permit to be disclosed, either directly or indirectly, Confidential Information to any third party, without the other Party’s prior written consent. Each Party shall exercise the same degree of care as it takes to preserve and safeguard its own Confidential Information, but in any event, no less than a reasonable degree of care.
  • Exceptions. Notwithstanding the foregoing, neither Party will be in breach of this provision in circumstances where (i) the Party is legally compelled to disclose the other Party’s Confidential Information; (ii) the Confidential Information is already information is in the disclosing Party’s possession without a duty of confidentiality at the date of disclosure; (iv) the disclosing Party discloses the terms of this Agreement to its professional advisors, financiers, prospective financiers or partners or agents, (the “Related Parties”) (so long as the Related Parties (a) need to know the terms of this Agreement to comply with its obligations under this Agreement, or to receive the benefit of this Agreement and (b) are under contractual or professional obligations equivalent to those contained in this Section); (v) Biarri Networks discloses the fact that the Client is a client to potential clients; or (vi) the Confidential Information is independently developed by or for the receiving Party without any breach of the Agreement.
  • Injunctive Relief. Notwithstanding the foregoing, if either Party breaches, or threatens to breach the provisions of this Agreement concerning their confidentiality or Intellectual Property Rights obligations, each Party agrees that the non-breaching Party will have no adequate remedy at law and is therefore entitled to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.
  • This Section shall survive the termination of this Agreement.

6. PERSONAL INFORMATION AND CLIENT DATA

  • Personal Information
    • Use of Personal Information: Client may disclose to Biarri Networks personal information in connection with the Client’s employees, directors, officers, customers or suppliers, and/or other users of the Services (“Personal Information”). Where the Client provides Personal Information to Biarri Networks, the Client is responsible for confirming that (i) its disclosure and/or provision of Personal Information to Biarri Networks, and (ii) Biarri Networks’ storage and/or use of such Personal Information is permissible under relevant Privacy Legislation. 
    • Protection of Personal Information: Biarri Networks will use commercially reasonable efforts to protect Personal Information from loss, destruction or unauthorized use or access, utilizing technical, physical and administrative security measures consistent with industry practice. Personal Information is not (i) data that is in any way created or extracted from Client Data with respect to a Project or (ii) Client Data that the Client uploads or transmits via the Software.
    • Privacy: Biarri Networks may collect Personal Information of the Client’s employees, agents and contractors with whom Biarri Networks has contact in business dealings and the Client acknowledges that Biarri Networks may use that information to perform Services under this Agreement, in accordance with Biarri Networks’ Privacy Statement, which is applicable to data received by Biarri Networks, and is available at www.biarrinetworks.com/privacy/.
    • Transfer and Storage of Personal Information. Biarri Networks may transfer or store Personal Information to any country in which Biarri Networks operates, subject to its compliance with applicable laws and this Agreement. The Client agrees to such transfer in its own right and on behalf of those individuals and entities from whom it collected such Personal Information, where such transfer is for the purposes of performing the Services. 
      • Personal Information collected by Biarri Networks will be stored through electronic systems located in various jurisdictions. While some of these databases may be operated by Biarri Networks, some may be operated by third parties on behalf of Biarri Networks. 
      • Biarri Networks may share Personal Information with third parties to perform business functions and services on its behalf including in connection with the use or operation of the Software (such functions may include hosting servers, providing legal, accounting, marketing, product research or other support services) or as required or permitted by law.
        • These third parties may be located in various countries across the globe. Where Biarri Networks does make Personal Information or data available to third parties to perform business functions and services on behalf of Biarri Networks, all such parties will be obligated to maintain the security and confidentiality of the Personal Information and to process the data in accordance with Biarri Networks’ instructions.
        • Biarri Networks will conclude appropriate data protection contracts with all such third parties, to ensure appropriate levels of data protection is accorded to the data at all times.
      • Biarri Networks either by itself or through third party service providers, will act only as a data processor and will not re-use or re-disclose Personal Information for unrelated purposes outside the provision of the Services.
  • Client Data
    • Ownership. Client retains all of its right, title and interest in and to Client Data, and ownership of Client Data is not transferred to Biarri Networks under this Agreement.
    • Right to Use. Client grants Biarri Networks a nonexclusive license, for the Term of a relevant Service Order, to use Client Data to accommodate Client’s authorized use of the Software and Services. Client further grants Biarri Networks a nonexclusive, worldwide, perpetual license to use usage data in an anonymized, aggregated form in order to compile statistics on Software use and improve the Software.
    • Retention. At the end of this Agreement, the Client will have three months (“Retention Period”) in which to request an archive of the Client Data, after which the Client Data may be deleted by Biarri Networks without notice. Biarri Networks will not be liable for any damages of any kind in connection with a decision not to retain Client Data after the Retention Period.
    • Warranty regarding Client Data and Use of the Services. The Client warrants that it has appropriate rights in Client Data and that the Client Data and the Client’s use of the Client Data will not violate applicable laws, this Agreement, or third party obligations. Biarri Networks reserves the right to screen Client Data and to remove/refuse use of Client Data without warning that it reasonably considers may breach this Agreement. Biarri Networks will notify the Client if Biarri Networks removes Client Data and will repost or return Client Data provided that, in Biarri Networks’ reasonable opinion, doing so would not place Biarri Networks at risk of loss or damage. Biarri Networks is not liable for any damage or loss caused by Biarri Networks’ decision to remove/refusal to use Client Data. 
  • This Section shall survive the termination of this Agreement.

7. USER COMMUNICATIONS

  • Sharing of your information on the Software. Biarri Networks may allow messaging and sharing of information in many ways, such as your profile, organisation and relevant project information and data as enabled from one User to another User. Information and content that is shared or posted may be seen by other Users of the Services. Where settings have been made available, Biarri Networks will honor the choices made by Users about who can see content or information.
  • Communication with Users. Biarri Networks, either through itself or through its third party partners, may communicate with Users of the Services regarding non-Project specific matters relating to system usage, modules and support provided by Biarri Networks. This communication may include, but is not limited to, (i) providing information on products, Services, or administration; (ii) marketing communications; (iii) identifying product and Services preferences to personalize experience for the Client; and (iv) business purposes.

8. INTELLECTUAL PROPERTY RIGHTS

  • Software and Services. The Client acknowledges and agrees that Biarri Networks and its licensors own all right, title and interest in and to the Services and the Software, including all Intellectual Property Rights therein, including any Materials or software that may be developed by Biarri Networks in the performance of the Services. No transfer of any ownership rights in the (i) Software, (ii) Services, or (iii) Intellectual Property Rights occurs pursuant to this Agreement, including unique, Client specific configuration settings. Further, nothing in this Agreement shall prevent Client from utilizing guidance provided by Biarri Networks to guide third parties to create similar features for or in relation to their own software.
  • Feedback. Biarri Networks has and retains the exclusive right to own, use and disclose, in the course of its business, all feedback provided by Client with respect to the Services and Software. “Feedback” means commentary/review/feedback obtained by Biarri Networks in the course of discussions with Users for the purpose of improving the usability and feature set of the Software. 
  • This Section shall survive the termination of this Agreement.

9. SUSPENSION FOR BREACH

  • Biarri Networks may suspend the Software Subscription(s) and delivery of any or all of the Services if the Client commits a breach of this Agreement and does not remedy that breach within seven days.  In the case of a breach of payment obligations, Biarri Networks may further require all Fees to be payable in advance.
  • Biarri Networks may immediately suspend access to the Services or the Software at any time, without notice, if the Client’s use exceeds any of the defined attributes of the User Type currently active. In the case where Biarri Networks takes such suspension action, Biarri Networks will explain the reasons to the Client as soon as possible and work with the Client to correct the action such that the Software’s performance is not impacted in an unreasonable way.

10. LIMITED WARRANTY AND DISCLAIMERS

  • Limited Warranty. Biarri Networks warrants that the Services will be provided using reasonable professional skill and care. Client’s sole and exclusive remedy for any failure to so perform the Services will be for Biarri Networks to re-perform such Services. Biarri Networks warrants that the Software (as updated and used in accordance with the documentation) will operate in all material respects in conformity with the functional specifications described in the documentation for 90 days following the initial delivery of the Software.
  • Disclaimers. Client assumes all responsibilities for (i) selection of the Software to achieve Client’s intended results, (ii) the use of and results obtained from the Software, and (iii) taking appropriate measures to prevent loss of data. Except as expressly provided in the limited warranty above, to the maximum extent permitted by applicable law, Biarri Networks: (a) disclaims all warranties, whether express, implied, statutory or otherwise; (b) specifically disclaims any implied warranties of merchantability, non-infringement, quality and fitness for a particular purpose; and (c) does not warrant that the Software will be error-free or that the Software will work without interruptions

11. LIMITATION OF LIABILITY

  • Neither Party will be liable for any special, punitive, exemplary, indirect, consequential loss, or damages, loss of profit, interest, revenue, business, goodwill, savings or anticipated profit or any loss of, or damage to any Client data, or loss of or interruption to business, in each case arising out of or in any way connected to the provision of the Software or the Services including, without limitation, loss or damage caused by a computer virus or other malware, and in each case regardless of whether either Party was advised of the possibility of such damages.
  • To the maximum extent permitted by law, regardless of whether a claim arises in contract, tort (including negligence) or otherwise, under no circumstances will either Party’s (including its officers, employees, contractors, Affiliates and agents) aggregate liability be greater than the Fees paid or payable in an applicable Service Order
  • This Section shall survive the termination of this Agreement.

12. INDEMNITIES

  • Biarri Networks Indemnity. Biarri Networks shall defend or at its option settle any third party claim, action or proceeding brought against Client alleging that the Software as delivered to Client and used as authorized in this Agreement, infringes any Intellectual Property Right of a third party. 
    • Limit on Indemnity. Notwithstanding the foregoing, Biarri Networks will have no liability for infringement claims arising from:
      • combination of the Software with other software or products not provided by Biarri Networks;
      • the modification of the Software, in whole or in part, by anyone other than Biarri Networks; or
      • use by Client of any specified release of the Software after Biarri Networks notifies Client that continued use may subject Client to such claim of infringement, provided Biarri Networks provides Client with a replacement release.
    • Replacement Software. If any portion of the Software is held, or in Biarri Networks opinion is likely to be held, to infringe or misappropriate a third party’s Intellectual Property Rights, or use of the Software is otherwise enjoined, then as Client’s sole and exclusive remedy, Biarri Networks may at its sole option and expense, within a commercially reasonable period of time:
      • procure for Client the right to continue using the Software;
      • replace the Software with non-infringing software; or
      • in the event that neither of the foregoing is reasonably practicable, terminate this Agreement and refund a reasonable portion of the Fees paid by Client with respect to the Software.
  • Client Indemnity. The Client shall defend or, at its option, settle any third party claim, action or proceeding brought against Biarri Networks, any Biarri Networks Affiliate or any Biarri Networks related entity alleging that
    • the Client has breached any law or regulation in the use of the Software or the Client Data, or
    • the Client has misused any Client Data or infringed any third party Intellectual Property Rights in the use of the Client Data.
  • Indemnity Requirements.
    • The indemnifying Party shall pay any final judgments awarded or settlements entered into for the indemnities described above (Biarri Networks Indemnity and Client Indemnity), provided that the indemnitee provides the indemnifying Party with:
      • prompt written notice of a valid claim;
      • sole control over the defense and settlement of such claim; and
      • all reasonably necessary information and assistance (at the indemnifying Party’s expense) to defend and/or settle such claim. 
    • The indemnitee may participate in the defense of a claim asserted hereunder after the indemnifying Party has assumed the defense or settlement, provided that the indemnitee shall bear any legal fees and expenses or other costs it incurs in so participating. The indemnifying Party shall not be liable for any costs or expenses incurred by the indemnitee by acting without the indemnifying Party’s prior written authorization. The indemnifying Party may not settle or compromise any claim under this Section that requires the indemnitee to admit liability or pay any money without the indemnitee’s prior written consent, which consent shall not be unreasonably withheld or delayed.
  • This Section shall survive the termination of this Agreement.

13. TERMINATION

  • Termination. Either Party may terminate this Agreement or any affected Service Order in the event that (i) either Party commits a material breach of this Agreement or applicable Service Order and where such breach is capable of remedy, fails to remedy the breach within 30 days of receiving written notice from the other Party; (ii) the Client’s access has been suspended under this Agreement and the Client has not taken the necessary action to restore access within a total of 30 days; (iii) the Client files for bankruptcy, goes into receivership, becomes insolvent, or makes an assignment for the benefit of creditors; (iv) the Client, being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving; (v) the Client, being a natural person, dies; or (vi) there is a change of Control of Client.
  • Payment in the Event of Termination. In the event that this Agreement or any Service Order is terminated pursuant to this Section, the termination does not (i) relieve Client of its obligation to pay all Fees that have accrued or are otherwise owed by Client under this Agreement or (ii) limit either Party from pursuing other remedies available to it, including injunctive relief.
  • Effect of Termination. Upon termination of this Agreement or any Service Order, the Client (i) immediately loses all rights to use or access the Software; (ii) must stop using the Software and Services; and (iii) must return any Materials to Biarri Networks or comply with all directions of Biarri Networks for the destruction or return of the Materials. The Client must pay any and all outstanding Fees promptly following termination.

14. MISCELLANEOUS

  • Force Majeure. Neither Party will be liable for any delay or default in performance of any obligation of this Agreement (except payment obligations) by either Party, to the extent that such delay or default is caused by force majeure or any other cause which is beyond a Party’s reasonable control including, natural disasters, strikes, accidents, government action or regulator changes, or acts of God. Performance under this Agreement will be postponed automatically if a Party is prevented from performing by any act of or failure to act by the other Party. If a delay or failure by a Party to perform its obligations under this Agreement exceeds 3 calendar months, either Party may immediately terminate the Agreement by providing notice in writing to the other Party.
  • Entire Agreement.The documents comprising this Agreement contains the entire agreement between the Parties concerning its subject matter. Amendments to a Service Order or this Agreement not expressly accepted in writing by an authorized Biarri Networks officer and/or Client’s standard terms and conditions (if any) attached to, enclosed with, or referred to in any purchase order shall not form part of the Agreement.
  • Amendments to this Agreement. Biarri Networks may modify this Agreement or any additional terms that apply to the Software with 30 days notice. Such changes will be communicated digitally to Clients and Users. Changes will not apply retroactively and will become effective no sooner than fourteen days after notice is given. If there is a conflict between this Agreement and the additional terms, the additional terms will control for that conflict. If the Client disagrees with a proposed change, the Client has rights to terminate this agreement with 30 days notice and no penalties or payment for termination.
  • No Reliance on Representations. The Client warrants that it has not relied on any representation, undertaking, statement, or understanding which has not been stated expressly in this Agreement or upon any descriptions, illustrations or specifications contained in any document including catalogues or publicity material produced by Biarri Networks.
  • Independent Contractor. Biarri Networks is not a party to any transactions Clients enter into with one another using the Software. Under this Agreement, Biarri Networks and its personnel will never be the employee, agent or partner of a Client, and is not engaged in a joint venture with a Client. Clients agree to waive to the maximum extent possible any and all rights they may have against Biarri Networks arising out of any transaction or dealings they conduct with another Client or third party through the Software.
  • Subcontracting And Assignment.
    • Subcontracting. Biarri Networks may subcontract the delivery of Services under this Agreement, provided that Biarri Networks shall remain liable to the Client for the provision of such Services.
    • Assignment. Neither Party may assign this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; except that Biarri Networks may assign all or part of this Agreement to any Biarri Networks Affiliate on notice to the Client. However, if the assignee is a direct competitor of the Client and as jointly agreed in writing by the parties, the Client has rights to terminate this agreement with 30 days notice and no penalties or payment for termination. Any attempted assignment in violation of this provision will be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.
  • Waiver. A right may only be waived in writing, signed by the Party giving the waiver, and no other conduct of a Party (including a (i) failure to exercise the right or (ii) delay in exercising the right) operates as a waiver of the right or otherwise prevents the exercise of the right.  A waiver of a right on one or more occasions does not operate as a waiver of that right if it arises again and the exercise of a right does not prevent any further exercise of that right or of any other right.
  • Severability. If any provision or part provision of this Agreement is held invalid, unenforceable or illegal by any court or tribunal for any reason, the Agreement will remain otherwise in full force apart from such provisions or part provisions which will be deemed deleted or modified to the minimum extent necessary to remove the invalidity, unenforceability or illegality.
  • Client Reference. Biarri Networks may not issue any press release regarding the Client’s use of the Software without the prior written consent of the Client (not to be unreasonably withheld, delayed or conditioned). However, Biarri Networks may use the Client’s name and logo and refer to the fact that the Client is a client of Biarri Networks in its annual report, list of references or presentations to actual or potential clients without the Client’s consent.
  • United States Export Controls. The Client acknowledges that export laws and regulations of the United States and Australian territories may apply to Services (including Software) delivered by Biarri Networks under this Agreement. Client agrees that such export control laws and regulations govern its use of the Service (including Software) and will comply with all such laws and regulations. Client will not export, directly or indirectly, such materials in violation of these laws or regulations, or use them for any purpose prohibited by these laws.
  • No Third Party Beneficiaries. No provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity any rights, remedies or other benefits as a third party beneficiary. 
  • Governing Law And Jurisdiction. This Agreement is governed by the laws of the state of Colorado and the Client submits to the non-exclusive jurisdiction of that state and waives any right it might have to claim that those courts are an inconvenient forum.
  • Notice. A notice, consent or other communication under this Agreement is only effective if it is: (i) in writing, sent by or on behalf of and at the express instruction of the person giving it; (ii) sent via email or (iii) addressed to the person to whom it is to be given. For purposes of this section, the Client’s representative and email address will be as specified at registration or otherwise in writing to Biarri Networks. Biarri Networks’ representative for notice will be “Biarri Networks Legal Team” and the email address is bn.legal@biarri.com.
  • This Section shall survive the termination of this Agreement.

15. FREE TRIAL AND VIEW ONLY USE

  • In addition to all other applicable terms and conditions, the Software provided or accessed for (i) free trial or (ii) View-Only User Type purposes is subject to the following conditions:
    • the Software may only be used for demonstration, evaluation, or viewing purposes; and 
    • the Software is provided “AS IS” without any warranties or indemnities.
  • For free trial versions:
    • Client must stop using the Software upon the earlier of (i) 14 days from the date Client receives the right to access the Software, or (ii) Client’s receipt of notice of termination from Biarri Networks; and 
    • an upgrade from the free plan to any paying plan will end a free trial. You will be billed for your first month or year immediately upon upgrading.