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TERMS & CONDITIONS FOR
BRP UNIFIED ACCOUNT
END-USER LICENCE AGREEMENT FOR BRP UNIFIED USER ACCOUNT PLATFORM
Last revised: 2023-07-19
Welcome to the BRP UNIFIED USER ACCOUNT PLATFORM (“Platform”), which is operated by Bombardier Recreational Products Inc. and its subsidiaries and affiliates (“BRP,” “we,” “our,” and “us”). The Platform gives You a unified BRP user account which allows Your access to BRP GO!, to the BRP Product Activation Web App, and to the BRP e-commerce store (collectively, the “Service(s)”).
The content available on the Platform and/or the Service generally consists of (a) content owned by BRP, including but not limited to the BRP logos, BRP®, Can-Am®, Ski-Doo®, Lynx®, Sea-Doo®, Rotax®, Manitou®, Alumacraft®, Quintrex®, Telwater®, BRP GO!® or other trade and/or service marks that are the property of BRP, trade dress and “look and feel” of the Platform (the “Marks”) and content created and/or acquired and owned by BRP (“BRP Content”), (b) content owned by third parties and licensed to BRP for specific uses on the Platform and/or for the Service (“Third-Party Content”), and (c) User Content, which is content that may be uploaded to the Platform and/or the Service by You. As between you and other users, however, the content posted by other users is considered to be “Third-Party Content.” All of the foregoing are collectively referred to as “Content”.
PLEASE READ VERY CAREFULLY ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THIS END-USER LICENCE AGREEMENT (“EULA”). BY DOWNLOADING, ACCESSING AND/OR USING THE PLATFORM AND/OR THE SERVICE, YOU ARE AGREEING TO BE BOUND BY THIS EULA. IF YOU DO NOT AGREE TO ANY TERMS OF THIS EULA, YOU ARE NOT PERMITTED TO USE THE PLATFORM AND/OR THE SERVICE, AND YOU HAVE TO EXIT AND DISCONTINUE ANY AND ALL USE OF THE PLATFORM AND/OR THE SERVICE IMMEDIATELY.
This EULA forms a binding legal agreement between You and BRP and it will commence on the date that You use, download or register on the Platform, whichever comes first. You represent and warrant that You have the right, authority, and capacity to accept and agree to this EULA and that You are of sufficient legal age in your jurisdiction of residence to download, access and/or use the Platform and to enter into this EULA.
1. LICENCE GRANT
BRP hereby grants You a free of charge, revocable, non-exclusive, non-transferable, limited license under copyright to download, install, and use the Platform and use the Service during the Term of this EULA for personal purposes and strictly in accordance with this EULA.
1.1. Acceptable Use.
(a) You may use the Platform and/or the Service solely for private and personal purposes. You may not use the Platform and/or the Service commercially, including without limitation to (i) offer to third parties a service of your own that uses the Platform and/or the Service; (ii) resell the Service; (iii) offer to rent or lease the Service; or (iv) offer the Service to the public via communication or integrate it within a service of your own, without the prior written consent of BRP.
(b) You agree that You will not use or encourage others to use the Platform and/or the Service as accessed through the Platform in a way that could harm or impair others’ use of the Platform and/or the Service. If applicable, You also agree not to violate the usage limits or controls set forth by: (a) the App Store Terms of Service, for iOS users accessing the Platform on an Apple product, or (b) Google Play Terms of Service for Android users accessing the Platform on an Android product.
1.2. Use restrictions.
You may not, whether yourself or through any other means or person:
(i) make the Platform and/or Service available to, or use the Platform and/or Service for the benefit of, anyone other than yourself, except as expressly permitted in this EULA;
(ii) market, sell, exploit, distribute, sublicense, use, modify, translate, reproduce, create derivative works from, dispose of, forward, rent, lease, or authorize or permit access or use of any portion of the Platform and/or the Service for commercial purposes or in any other way that is not expressly permitted in this EULA;
(iii) reverse engineer, decompile, or disassemble the Platform, except and only to the extent that such activity is expressly permitted by applicable law;
(iv) copy the Content of the Platform or any part, feature, function thereof or by creating a database systematically downloading and storing all or any of the Content from the Platform and/or Service;
(v) create a browser or border environment around the Content of the Platform (e.g. no frames or inline linking);
(vi) use the Platform and/or the Service in a manner which infringes or violates any of the intellectual property, proprietary, or other rights of any third party or remove any copyright and other proprietary notices contained in the Platform;
(vii) engage in scraping, data mining, harvesting, screen scraping, data aggregating, and indexing or use any robot, spider, scraper or other automated means to access the Platform and/or the Service’s database for any purpose without the express prior written permission of BRP;
(viii) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others, including others’ copyrights, and other intellectual property rights;
(ix) transmit or otherwise make available in connection with the Platform and/or the Service any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
(x) interfere with or disrupt the integrity or operation of the Platform and/or the Service, or the servers or networks that host the Platform and/or the Service or make it available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
(xi) transfer or assign your Platform accounts’ password, even temporarily, to a third party; and
(xii) use the Platform and/or the Service in any way that would breach applicable local, national or international law or regulation, that would be unlawful or fraudulent or for an immoral or unauthorized purpose.
Your failure to comply may result (at BRP’s discretion) in the termination of your access to the Platform and/or the Service and expose You to liability.
If You wish to create a BRP user account, You must sign up on the Platform, which requires You to choose a password, and provide your email address, and You may be asked for additional information regarding your account and depending on what Service You want to use. You hereby acknowledge and agree that (a) You are representing to us that You are providing true, accurate, current and complete information about yourself as prompted by the “sign up” and “profile” forms available on our Platform and (b) You are obliged to maintain and promptly update such “sign up” and “profile” information to keep it true, accurate, current and complete. If the information provided is untrue, inaccurate, incomplete or not current or if we have reasonable reasons to believe so, we reserve the right to suspend or terminate your account and refuse any and all current or future access to and/or use of the Platform and/or the Service (or any portion thereof).
You are also responsible for maintaining the confidentiality and security of your password and all other account information, and You are fully responsible and liable for all access to, and use of, the Platform and/or the Service that occurs under your password or account. You agree to immediately notify us by e-mail to ● of any unauthorized use of your password or account or any other breach of security. BRP will not be liable for any loss or damage arising from your failure to comply with this section.
2.2. Age Requirements for Access and Use of the Platform/ Service.
By accessing and using the Platform and/or Service, You acknowledge and agree that You are representing to us that (i) You are over the age of [16 or such minimum age as is required to ride a snowmobile under the applicable laws of your jurisdiction], (ii) You are of legal age to form a legally binding contract, and (iii) You are not a person barred from purchasing or receiving products and services, under applicable laws. Registration, subscription, access to and use of the Platform and/or the Service are not available to users under the age of [NTD: We/the business should make a decision as to what would be the appropriate minimum age (subject to applicable law)] and are void where prohibited by applicable laws. Due to the nature of the Internet, we cannot prohibit minors from visiting our Platform. However, our Platform and the Service are not directed toward children under the age of 13 and we do not knowingly collect information from children under the age of 13 through the Platform. [If You believe that a child has provided information to us through the Platform, please contact us by email at ● or by writing us at ●. We will use our best efforts to remove all of the information provided by the child from our system].
3.1. Modifications to this EULA
We reserve the right to modify this EULA (or any part thereof) from time to time and for any reason, and, to the greatest extent permitted by law, such modifications shall be effective upon posting the most current version of this EULA on this Platform, which you can access by clicking on the “Terms and Conditions” link at the bottom of the settings page of the Platform. By continuing to access and/or use our Platform and/or the Service after any such modifications are posted, You are agreeing to be bound by those modifications. You acknowledge and agree that it is your responsibility to monitor the Platform for the posting of modifications and to review such modifications on a regular basis, as they are legally binding on You. If You do not agree to be bound by any future modifications of this EULA or dissent to any updated terms when made available, your exclusive remedy is to discontinue your use of the Platform and/or the Service or delete the Platform. [Except as otherwise expressly provided herein, any new features, tools, products and/or services that change, augment, enhance or upgrade the current Platform and/or the Service will be subject to this EULA.]
3.2. Updates of Content
We aim to update our Platform regularly and may change the Content at any time but we are under no obligation to update such material.
3.3. Upgrades, Modifications and Termination of Platform and/or Service
We reserve the right at any time to modify, edit, delete, suspend or discontinue, temporarily or permanently the Platform and/or the provision of the Service, or any portion thereof, with or without notice. You understand that in those circumstances You may no longer have access to the Content that is stored within the Platform and You agree that we will not be liable to You or to any third party for any such modification, editing, deletion, suspension or discontinuance of the Platform and/or the Service.
BRP may deploy changes, patches, bug fixes, updates, upgrades or enhancements or other modifications to improve the performance of the Platform and related services at any time (the “Upgrades”), without providing any additional notice or receiving any additional consent from You. You agree to promptly install such non-automatic Upgrades as are required to use the Platform in accordance with the instructions provided by BRP. You also hereby consent to automatic Upgrades, which will be automatically installed as you continue to use the Platform and/or the Service. If you do not agree to be subject to these automatic Upgrades, your exclusive remedy is to discontinue your use of the Platform and/or the Service or delete the Platform.
BRP may provide maintenance and support for the Platform, but has no obligation whatsoever to furnish such services to You and may terminate such services at any time without notice. You acknowledge that neither Apple (for iOS Platform) nor Google (for Android Platform) has an obligation to furnish any maintenance or support services in connection with the Platform.
4. PRIVACY AND ELECTRONIC COMMUNICATIONS
4.2. Consent to Electronic Communications and Solicitation.
By using or accessing the Platform, You authorize BRP to send You, including via email (and push notifications to the extent you consented when asked on the Platform) information regarding the Service and the Platform, such as: (a) notices about your use of the Service and the Platform, including notices of violations of use; (b) updates to the Service and Platform and new features or products; and (c) promotional information and materials regarding BRP's products and services [, which you may receive for up until two years after your last use of the Platform and/or the Service unless you have otherwise opted out]. You can always opt-out of the promotional information and materials by clicking on the unsubscribe option in the marketing emails you receive or by submitting a request at email@example.com.
5. WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY
5.1. Warranty Disclaimers
YOUR ACCESS TO, AND USE OF, THE PLATFORM IS AT YOUR SOLE RISK. BRP PROVIDES THE PLATFORM AND THE SERVICE AND CONTENT INCLUDED THEREIN FOR USE ON AN “AS IS” AND “AS AVAILABLE” BASIS, “WITH ALL FAULTS”. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS EULA, BRP EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, [QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION/ COMPATIBILITY,] QUALITY, PERFORMANCE, SECURITY, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. [SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.]
YOU WILL BE SOLELY RESPONSIBLE FOR (AND BRP DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES, INCLUDING TO YOUR PLATFORM, OTHER PERIPHERALS CONNECTED TO THE PLATFORM, RESULTING FROM YOUR USE OF THE PLATFORM CONTENT OR THE SERVICE. BRP AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE PLATFORM: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. YOU ALSO ACKNOWLEDGE THAT BRP HAS NOT MADE ANY REPRESENTATION OR WARRANTY AS TO THE PERIODS OF THE PLATFORM’S AVAILABILITY, THE AVAILABILITY OF TECHNICAL SUPPORT, OR THE RESPONSE TIMES WHICH YOU MAY EXPERIENCE WHEN USING THE PLATFORM.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BRP SHALL CREATE ANY WARRANTY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS EULA, NEITHER BRP NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, SUB-CONTRACTORS, PARTNERS, AGENTS OR REPRESENTATIVES (“BRP REPRESENTATIVES”) SHALL BE, UNDER ANY CIRCUMSTANCES, LIABLE TO YOU OR ANY OTHER PERSON, FIRM OR ENTITY (WHETHER IN AN ACTION ARISING FROM CONTRACT, TORT OR OTHER LEGAL THEORY) FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES, LOSSES, COSTS, EXPENSES AND PAYMENTS ARISING FROM, OR IN CONNECTION WITH THIS EULA OR THE USE, INABILITY TO USE OR RESULTS OF THE USE OF OUR PLATFORM AND ITS CONTENT OR FROM ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE SERVICE, OR FROM ANY FAULT, OR ERROR MADE BY OUR STAFF OR ANYONE ACTING ON ITS BEHALF, OR FROM YOUR RELIANCE ON THE CONTENT OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, THIRD-PARTY CONTENT, OR FROM ANY COMMUNICATION WITH THE SERVICE, OR WITH OTHER USERS ON OR THROUGH THE SERVICE, OR FROM ANY DENIAL OR CANCELLATION OF YOUR USER ACCOUNT, HOWEVER CAUSED, EVEN IF FORESEEABLE OR IF WE HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.
BRP and BRP Representatives are not responsible for any user’s behaviour or for any personal injury, death, property damage or other harm or losses, arising from or relating to the use of the Platform and/or the Service. [NOTWITHSTANDING THE FOREGONG, THIS DOES NOT AFFECT OUR LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM OUR GROSS NEGLIGENCE NOR OUR LIABILITY FOR FRAUDULENT MISREPRESENTATION AS TO A FUNDAMENTAL MATTERS, NOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.]
5.2. Liability Cap
YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY BREACH OF THIS EULA BY BRP OR BRP REPRESENTATIVES OR ANY DISSATISFACTION WITH RESPECT TO THE PLATFORM AND/ OR THE SERVICE IS TO DISCONTINUE OPERATING, ACCESSING AND USING THE PLATFORM AND/ OR THE SERVICE. IN NO EVENT SHALL BRP’S TOTAL LIABILITY ARISING FROM OR RELATING TO THIS EULA OR THE PLATFORM AND/ OR THE SERVICE EXCEED [THE GREATER OF TOTAL FEES ACTUALLY PAID TO BRP BY YOU FOR THE PLATFORM AND/ OR THE SERVICE OR] ONE THOUSAND ($1000.00) US DOLLARS. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
5.3. Internet Access.
Certain portions of the Platform and/or the Service are made available to You over the Internet solely during periods when You have a validly existing subscription for the Service. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING INTERNET ACCESS FOR SUCH PURPOSE.
5.4. Supported device.
The Platform is only available for supported devices and might not work on every device, including without limitation, phones and connected devices such as earphones, speakers and helmets. Determining whether your device is a supported or compatible device for use of the Platform is solely your responsibility, and downloading the Platform is done at your own risk. BRP does not represent or warrant that the Platform and your device are compatible or that the Platform will work on your device.
5.5. Platform Use for Product Activation.
The Platform may be used to list BRP vehicles and products (“Products”) owned by You. You may be required to provide Your Product’s VIN (Vehicle Identification Number). If, for any reason, You cannot add your Product on the Platform because the VIN is already linked to another user’s profile, you may open a “VIN Ownership Case” on the Platform. This may take a few days to process, and you might have to provide further information at BRP’s request. You understand that, Prior to You adding Your Product on the Platform, BRP cannot prevent other users of the Platform from using Your Product’s VIN, and if You decide to remove Your Product from the Platform, the VIN will be free again.
5.6. Your Misuse.
Notwithstanding anything to the contrary contained in this EULA, You shall not be entitled to any remedy under this EULA or otherwise, and BRP shall have no liability whatsoever, if any defect deficiency, error or problem with the Platform and/or the Service arises from or results from your violation of this EULA, or from accident, abuse, misapplication, abnormal or unauthorized installation, operation, access or use of the Platform and/or the Service. We will not either be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your mobile device or other proprietary material due to your use of our Platform and/or the Service or to your use of any material posted on it, or linked to it.
You hereby agree and acknowledge that You assume full, exclusive and sole responsibility for the use of and reliance on the Service, and You further agree and acknowledge that your use of or reliance on the Service is made entirely at your own risk.
6. INDEMNITY AND WAIVER BY YOU
You shall indemnify, defend and hold harmless BRP, BRP Representatives, and its and their successors and assigns from and against any loss, liability, cause of action, cost or expense (including reasonable attorneys’ fees) arising from, in connection with or related to: (i) your material breach of this EULA; (ii) your or your agent’s acts and omissions in connection with access to and use of the Platform and/or the Service; (iii) your or your agent’s negligence or willful misconduct in connection with access to and use of the Platform and/or the Service; or (iv) your violation, infringement or misappropriation of the intellectual property, proprietary or other rights of any third party. If any claim is commenced against BRP under this paragraph [(except for (iv) which shall be addressed in accordance with Section 8.3 of this EULA)], BRP will provide notice of the claim and copies of all related documentation to You, and You will assume control of the defense of such claim at your cost and expense. Such notice and documentation will be provided as promptly as possible; provided, that in no event shall You be relieved of your indemnification obligations hereunder unless the failure to provide notice promptly hereunder results in, and then only to the extent of, actual prejudice to your rights. BRP may, at its own cost and expense, participate, through its attorneys or otherwise, in the investigation, trial and defense of such claim and any appeal. In such case, You will reasonably cooperate with BRP’ attorneys. You agree not to settle any such claim without BRP’s prior written consent.
6.2. Waiver of Claims.
You hereby waive, release and discharge BRP, BRP Representatives and its and their successors and assigns from and against any claims that you may be entitled to make by reason of use of any User Content authorized under this EULA and/or by reason of your participation in any of the communications and social networking features of the Service, including but not limited to, private point of interests and itineraries shared as part of group ridings.
7. TERM, SUSPENSION, TERMINATION
This EULA and the license granted hereunder are effective on the date you first use or access to the Platform and/or the Service and shall continue for as long as you continue to use the Platform and/or the Service, unless this EULA is earlier terminated in accordance with this Section 7 (“Term”).
(a) By BRP.
a. BRP reserves the right to suspend or terminate your status as a user, cancel your account, and disable or block your access to the Platform and/or the Service at any time, with or without notice to You, with or without cause, and without liability to You. BRP shall have no liability to You or any third party because of such suspension or termination or related action for any reason.
b. BRP will determine, in its discretion, whether there has been a breach of this EULA through your use of the Platform and/or the Service. When a breach of this EULA has occurred, we may take such action as we deem appropriate, including terminate this EULA.
(b) By You.
7.3. Effect of Termination
Upon termination of this EULA, the license granted hereunder will terminate and you must stop all use of the Platform and/or the Service [and BRP shall have no obligation to save and keep any User Content that you may have provided]. All provisions of this EULA which by their nature survive termination, shall survive termination of this EULA.
8. INTELLECTUAL PROPERTY RIGHTS
BRP, its suppliers and licensors for the Platform shall own and retain all their respective rights, titles and interests in the Platform and/or the Service and in all intellectual property rights therein, including without limitation any patents, copyrights, trade secrets, trademarks, service marks, trade names, or the company name of BRP. The structure, design, and organization of the Platform are the exclusive property, valuable trade secrets and confidential information of BRP and/or its suppliers and licensors and title to the Platform shall at all times remain with BRP and/ its suppliers and licensors.
No license or other intellectual property rights of any kind are granted or conveyed to You except for the limited license expressly provided herein under Section 1 of this EULA and all rights not expressly granted to You under this EULA are reserved to and retained by BRP and/or its suppliers and licensors.
BRP, the BRP logos, BRP®, Can-Am®, Ski-Doo®, Lynx®, Sea-Doo®, Rotax®, Manitou®, Alumacraft®, Quintrex®, Telwater®, BRP GO!® and other trade name and/or service marks are the property of BRP or its affiliates (the “Marks”). You agree that BRP is the exclusive owners of these Marks and all the goodwill associated therewith and that You may not use these Marks for any purpose that is not expressly authorized in this EULA without the prior written consent of BRP. You also acknowledge the validity of these Marks and acknowledge that You are estopped and that you will forebear from taking any action to challenge the validity or enforceability of these Marks. During the term of this EULA and thereafter, You agree that You will not in any way impair BRP's rights in the Marks, or any confusingly similar marks, or its right to use thereof or the goodwill of the business connected with such use and symbolized by the Marks.
The design, trade dress, and the ‘look and feel’ of the maps of the Platform and the Service are protected works under applicable copyright laws and BRP or its suppliers and licensors for the Platform retains all intellectual property rights in them. The license granted to You in this EULA does not extend to or include a license to use the maps displayed on the Platform or any mark, indicator, logo or notation embedded in the maps that are displayed on the Platform.
8.3. Claims and breaches.
BRP may protect the Service by technological means intended to prevent unauthorized use of the Service and You undertake not to circumvent these means.
You acknowledge that the Platform contains valuable trade secret and proprietary information of BRP, that any actual or threatened breach of this Article 8 will constitute immediate, irreparable harm to BRP for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.
[In the event of a third party claim that the Platform, or Your possession and use of the Platform, infringes third party’s intellectual property rights, BRP will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim].
9.1. Geographic limitations.
You understand and acknowledge that as at the effective date of this EULA the Content and the Service shall only be available to certain persons and in certain countries, and as such some or all of the features may not work or be appropriate for use in such countries that are not supported by the Service. If You choose to access the Platform and/or the Service from outside a country in which BRP supports the Service, You do so at your own initiative and You are solely responsible for complying with applicable laws of such country. To the extent permissible by law, BRP accepts no responsibility or liability for any damage or loss caused by your accessing or use of Platform and/or the Service in such countries and You continue to be bound by the terms of this EULA wherever You use the Platform and/or the Service.
9.2. User Content.
The only content that You may upload to the Platform and/or the Service is information pertaining to You and Your unit(s) (“User Content”). This information is private (available only to You for your personal use) and BRP does not make it available to others through the Service, unless you previously authorized it.. When you submit User Content to be published on the Platform and/or the Service, [You represent and warrant that You own all intellectual property rights in the User Content; that You] are permitted to publish the User Content and to permit BRP to publish the User Content when requiredBRP receives no ownership rights in and to the User Content that You submit. However, by submitting User Content to BRP, You hereby grant to BRP a licence to process that User Content solely to the extent necessary to provide You with access to that User Content for purposes of being able to offer You the Service. You may wish to remove any User Content from the Platform and/or Service at any time, in your sole discretion, but You understand that this may affect your ability to use the Platform and/or the Service and that such User Content might still be available in your user’s history.
You, and not BRP, are entirely responsible for all User Content that You upload, transmit or otherwise make available via the Platform and/or the Service. BRP does not control the User Content posted via the Platform and/or the Service and, as such, we cannot and do not guarantee the accuracy, integrity or quality of such User Content. You acknowledge and agree that, by using the Platform and/or the Service, You may be exposed to User Content that you deem offensive, indecent or objectionable. Under no circumstances will BRP be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or any loss or damage of any kind incurred as a result of the use of any User Content uploaded, transmitted or otherwise made available via the Platform and/or the Service.
10.1. Other Sites.
Similarly, certain items of the Platform and/or the Service may be subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. Nothing in this EULA limits your rights under, or grants You rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. To the extent there are any conflicts between the terms of this EULA and any Open Source Software license corresponding to the open source component(s) of the software included with the Platform or additional obligations by such Open Source Software license that are not set forth in this EULA, the terms of the Open Source Software license will control.
10.2. Legal Compliance.
You shall comply in full with all federal, state, local and foreign laws, rules, regulations and ordinances in connection with your access to, and use of, the Platform. You represent and warrant that: (a) You are not located in a country that is subject to a United States Government embargo, or that is on Title 15, Part 740 Supplement 1 Country Group E of the United States Code of Federal Regulations; (b) You are not located in a country that has been designated by the United States Government as a “terrorist supporting” country; and (c) You are not listed on any U.S. Government list of prohibited or restricted parties. You further agree not to export, directly or indirectly, the Platform and/or the Service, any U.S. technical data acquired from BRP, or any products utilizing such data to countries outside the United States, which export may be in violation of the United States export laws or regulations.
10.3. Governing Law.
This EULA and the relationship between You and BRP shall be governed, construed, and enforced in accordance with the laws of ● [NTD: To be discussed], without giving effect to any principles of conflicts of laws.
10.4. Contact Information.
If You have any questions regarding this EULA, please contact BRP by email at ●, by phone at ●, or by mail at ●. You understand and agree that customer service and customer care and support offered and provided by BRP is not a 911 service or dispatch center, an emergency service provider or dispatch service, or a lifesaving solution for people at risk.
Except as otherwise specified elsewhere in this EULA, notices to BRP may be given at the foregoing email and postal addresses, and notices to You may be given at the address provided to us at the time of registration.
In the event that You provide BRP with feedback regarding the use, operation or functionality of the Platform and/or the Service ("Feedback"), including but not limited to information about operating results, known or suspected bugs, errors or compatibility problems, or desired features, You hereby assign to BRP all rights in the Feedback and agree that BRP shall have the right to use the Feedback and related information in any manner it deems appropriate.
10.5. Third Party Beneficiaries.
This EULA is executed between You and BRP and not between you and any other party, including Apple for iOS users and Google for Android users. You agree that any claims brought by You arising out of this EULA or your use of the Platform will not be made against Apple or Google, as applicable. Notwithstanding the foregoing, upon your acceptance of this EULA, You allow Apple or Google, as applicable, to enforce this EULA against You as a third party beneficiary thereof. BRP is not responsible for any applicable third-party agreement between You and any third-party, including your wireless provider.
BRP considers the Platform and any technical information, evaluation or reports supplied to You to be proprietary, and You agree to treat the Platform as confidential material in a manner no less protective than You use to protect your own similar assets, but in no event will You use less than reasonable care to protect the Platform. Except as provided herein, You agree not to permit any third party access to the Platform, nor to any materials generated by BRP or You regarding the Platform without BRP’s advance written approval.
10.7. No Waiver.
A waiver of any provision of this EULA shall only be effective if in a writing signed by the party against which the waiver is claimed. The waiver by either party of any default or breach of this EULA will not constitute a waiver of any other or subsequent default or breach. The failure of BRP to exercise or enforce any right and/or remedy under this EULA shall not constitute a waiver of such right and/or remedy.
10.8. No assignment.
This EULA may not be assigned by You without the prior written consent of BRP. This EULA may be assigned by BRP, by operation of law or otherwise, without the consent or approval of You or any other person, firm or entity, provided that the third party undertakes BRP’s obligations to You under this EULA.
10.9. Successors and Assigns.
This Agreement shall be binding on and inure to the benefit of the heirs, executors, administrators, licensees, successors and/or assigns of the parties, as applicable.
10.10. Entire Agreement.
10.11. Relationship of the Parties.
This EULA shall not be construed as a teaming, joint venture, or other such arrangement, unless the parties expressly and explicitly execute an agreement to that effect.
If any terms or conditions of this EULA are held to be invalid for any reason whatsoever, this EULA shall remain in full force and effect on its remaining terms and conditions of this EULA unless and until terminated by BRP. Furthermore, if any term or condition of this EULA is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the intentions of the parties as reflected in the invalidated provision.
The titles and headings of the various sections and paragraphs in this EULA are intended solely for reference and are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of this EULA. The preamble to this EULA is incorporated herein.
10.14. Dispute Resolution.
Any controversy or dispute whatsoever between BRP and You, whether arising under contract, statutory, tort or other law, including, but not limited to, any cause of action, claim, suit or demand by either party, arising or allegedly arising from or relating to the terms, interpretation or enforcement of this EULA, or in any way related to the relationship between the parties (collectively “Dispute”), shall be settled by mutual consultation between the parties in good faith as promptly as possible. [In the event an amicable resolution of any Dispute is not possible, such Dispute shall be governed by the laws of ● and submitted exclusively to arbitration for resolution in ●, before a single arbitrator mutually agreed upon by the parties. If the parties cannot agree upon an arbitrator, either party may petition the appropriate court for ●, requesting the court to appoint an arbitrator, which petition the other party shall not oppose. Arbitration shall be conducted in accordance with the [rules and procedures of the Canadian Commercial Arbitration Center][commercial arbitration rules and procedures of the American Arbitration Association]. The decision of the arbitrator shall be final and binding upon BRP and You and no appeal shall be taken from such decision. BRP and You each waive all rights to appeal the arbitrator’s decision. The arbitrator shall have no authority to award punitive or exemplary damages. Arbitration shall be the sole and exclusive method of resolving any and all Disputes. The decision of the arbitrator may be entered in the appropriate court in the [district of Montreal, province of Quebec] or, if the award is against You, in any court which has jurisdiction over You. Each party shall bear its own attorney’s fees and costs and the costs of its own expert witnesses. Each party shall be responsible for one half of the arbitrator’s fees, as well as any costs as may be mutually agreed upon such as translator and stenographer fees. This Section shall survive the termination or expiration of this EULA.
The parties also agree that any arbitration shall be conducted in their individual capacities only, and not as a class action or other representative action. If any court or arbitrator determines that the class action waiver set forth in this Section 10.14 is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
You agree that any claim You may have arising from or relating to this EULA or your use of the Platform and/or the Service must be filed within one (1) year after the events giving rise to such claim, otherwise your claim will be forever barred.