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Fulfillment/card policy

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  2. Fulfillment/card policy

Fulfillment/card policy

Fulfillment/Card Policies
1.1 Eligibility.

Only businesses (including sole proprietors) and non-profit organizations located in Greece are eligible to apply for a Begg Brick Builder Account and use the Services. Begg Brick Builder and its Affiliates may provide Services to you or your Affiliates in other countries or regions under separate agreements. You and your Representative must not attempt to create a Begg Brick Builder Account on behalf of or for the benefit of a user whose use of the Begg Brick Builder services was suspended or terminated by Begg Brick Builder, unless Begg Brick Builder approves otherwise.

1.1 Business Representative

You and your Representative individually affirm to Begg Brick Builder that (a) your Representative is authorized to provide User Information on your behalf and to bind you to this Agreement; and (b) your Representative is an executive officer, director, senior manager or otherwise has significant responsibility for the control, management or direction of your business. Begg Brick Builder may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority.

1.3 Sole Proprietors.

If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of amounts you owe under this Agreement.

1.4 Age Requirements.

If you are a sole proprietor, and you are not old enough to enter into a contract on your own behalf (which is commonly but not always 18 years old), but you are 13 years old or older, your Representative must be your parent or legal guardian. If you are a legal entity that is owned, directly or indirectly, by an individual who is not old enough to enter into a contract on his or her own behalf, but the individual is 13 years old or older, your Representative must obtain the consent of either your board or an authorized officer. The approving board, authorized officer, parent or legal guardian is responsible to Begg Brick Builder and is legally bound to this Agreement as if it had agreed to this Agreement itself. You must not use the Services if you are under 13 years of age.

2. Services and Support.
2.1 Services.

Begg Brick Builder (and its Affiliates, as applicable) will make available to you the Services, including those described in the applicable Services Terms, and, if applicable, give you access to a Begg Brick Builder Dashboard.

2.2 Services Terms; Order of Precedence.

The Services Terms contain specific terms governing the parties’ rights and obligations related to the Services described in those Services Terms. If there are no Services Terms for a particular Begg Brick Builder service, then only these General Terms govern. By accessing or using a Service, you agree to comply with the applicable Services Terms. If any term in these General Terms conflicts with a term in any Services Terms or set of terms incorporated by reference into this Agreement, then unless terms of lower precedence expressly state to the contrary, the order of precedence is: (a) the Services Terms; (b) these General Terms; and (c) all terms incorporated by reference into this Agreement. Your access to or use of the Services may also be subject to additional terms to which you agree through the Begg Brick Builder Dashboard.

 2.3 Service Modifications and Updates.

Begg Brick Builder may modify the Services and Begg Brick Builder Technology at any time, including adding, removing functionality, or imposing conditions on use of the Services. Begg Brick Builder will notify you of material adverse changes in, deprecations to, or removal of functionality from, Services or Begg Brick Builder Technology that you are using. Begg Brick Builder is not obligated to provide any Updates. However, if Begg Brick Builder makes an Update available, you must fully install the Update by the date or within the time stated in Begg Brick Builder’s notice; or, if there is no date or period stated in the notice, then no later than 30 days after the date of the notice.

2.4 Subcontracting.

Begg Brick Builder may subcontract its obligations under this Agreement to third parties.

2.5 Services Restrictions.

You may only use the Services for business purposes. You must not, and must not enable or allow any third party to:

  • use the Services for personal, family or household purposes;
  • act as service bureau or pass-through agent for the Services with no added value to Customers;
  • work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public Begg Brick Builder systems, programs, data, or services;
  • except to the extent Law permits, reverse engineer or attempt to reverse engineer the Services or Begg Brick Builder Technology(e) use the Services to engage in any activity that is illegal, fraudulent, deceptive or harmful;
  • Perform or attempt to perform any action that interferes with the normal operation of the Services or affects other Begg Brick Builder users’ use of Begg Brick Builder services.
  • Copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services, Documentation, or the Begg Brick Builder Website except as permitted by Law.

2.7 Support.

Begg Brick Builder will provide you with support to resolve general issues relating to your Begg Brick Builder Account and your use of the Services through resources and documentation that Begg Brick Builder makes available on the Begg Brick Builder Website and in the Documentation. Begg Brick Builder’s support is also available by contacting Begg Brick Builder at contact us. Begg Brick Builder is not responsible for providing support to Customers.

2.8 Third-Party Services.

Begg Brick Builder may reference, enable you to access, or promote (including on the Begg Brick Builder Website) Third-Party Services. These Third-Party Services are provided for your convenience only and Begg Brick Builder does not approve, endorse, or recommend any Third-Party Services to you. Your access and use of any Third-Party Service is at your own risk and Begg Brick Builder disclaims all responsibility and liability for your use of any Third-Party Service. Third-Party Services are not Services and are not governed by this Agreement or Begg Brick Builder’s Privacy Policy. Your use of any Third-Party Service, including those linked from the Begg Brick Builder Website, is subject to that Third-Party Service’s own terms of use and privacy policies (if any).

3. Information; Your Business.
3.1 User Information.

Upon Begg Brick Builder’s request, you must provide User Information to Begg Brick Builder in a form satisfactory to Begg Brick Builder. You must keep the User Information in your Begg Brick Builder Account current. You must promptly update your Begg Brick Builder Account with any changes affecting you, the nature of your business activities, your Representative, beneficial owners, principals, or any other pertinent information. You must immediately notify Begg Brick Builder, and provide to Begg Brick Builder updated User Information, if (a) you experience or anticipate experiencing a Change of Control; (b) you experience or anticipate experiencing a material change in your business or financial condition, including if you experience or are likely to experience an Insolvency Proceeding; (c) the regulatory status of the business for which you are using the Services changes, including if it becomes subject, or no longer subject, to regulatory oversight; or (d) a Governmental Authority has notified you that you or your business is the subject of investigative action.

3.2 Information Retrieved by Begg Brick Builder.

You authorize Begg Brick Builder to retrieve information about you and your business from Begg Brick Builder’s service providers and other third parties, including credit-reporting agencies, banking partners and information bureaus, and you authorize and direct those third parties to compile and provide that information to Begg Brick Builder. This information may include your or your Representative’s, name, addresses, credit history, banking relationships, and financial history.

4. Services Fees; Taxes.
4.1 Services Fees.

The Fees are stated on the Begg Brick Builder Pricing Page, unless you and Begg Brick Builder otherwise agree in writing. Begg Brick Builder may revise the Fees at any time. If Begg Brick Builder revises the Fees for a Service that you are currently using, Begg Brick Builder will notify you at least 30 days (or a longer period if Law requires) before the revised Fees apply to you.

4.2 Collection of Fees and Other Amounts.

You must pay, or ensure that Begg Brick Builder is able to collect, Fees and other amounts you owe under this Agreement when due. Begg Brick Builder may deduct, recoup or setoff Fees and other amounts you owe under this Agreement, or under any other agreements you have with Begg Brick Builder or any of its Affiliates, from your Begg Brick Builder Account balance, or invoice you for those amounts. If you fail to pay invoiced amounts when due, if your Begg Brick Builder Account balance is negative or does not contain funds sufficient to pay amounts that you owe under this Agreement, or under any other agreement with Begg Brick Builder or any of its Affiliates, or if Begg Brick Builder is unable to collect amounts due from your Begg Brick Builder Account balance, then Begg Brick Builder may, to the extent Law permits, deduct, recoup or setoff those amounts from: (a) if established and applicable, each Reserve; (b) funds payable by Begg Brick Builder or its Affiliate to you or your Affiliate; (c) if established, each User Affiliate Reserve; (d) each User Bank Account; and (e) the Begg Brick Builder account balance of each Begg Brick Builder account that Begg Brick Builder determines, acting reasonably, is associated with you or your Affiliate. If the currency of the amount being deducted is different from the currency of the amount you owe, Begg Brick Builder may deduct, recoup or setoff an amount equal to the amount owed (using Begg Brick Builder’s conversion rate) together with any fees Begg Brick Builder incurs in making the conversion.

4.3 Debit Authorization.

Without limiting Section 4.2 of these General Terms, you authorize Begg Brick Builder to debit each User Bank Account without separate notice, and according to the applicable User Bank Account Debit  to collect amounts you owe under this Agreement. If Begg Brick Builder is unable to collect those amounts by debiting a User Bank Account, then you immediately grant to Begg Brick Builder a new, original authorization to debit each User Bank Account without notice and according to the applicable User Bank Account Debit. Begg Brick Builder may rely on this authorization to make one or more attempts to collect all or a subset of the amounts owed. Your authorization under this Section 4.3 will remain in full force and effect until (a) all of your Begg Brick Builder Accounts are closed; or (b) all fees and other amounts you owe under this Agreement are paid, whichever occurs later. If applicable debit scheme authorization rules grant you the right to revoke your debit authorization, then to the extent Law permits, you waive that right.

4.4 Taxes.

Begg Brick Builder’s fees exclude all Taxes, except as the Begg Brick Builder Pricing Page states to the contrary. You have sole responsibility and liability for:

  • determining which, if any, Taxes or fees apply to the sale of your products and services, acceptance of donations, or payments you make or receive in connection with your use of the Services; and
  • Assessing, collecting, reporting, and remitting Taxes for your business. If Begg Brick Builder is required to withhold any Taxes, Begg Brick Builder may deduct those Taxes from amounts otherwise owed to you and pay those Taxes to the appropriate taxing authority. If you are exempt from paying or are otherwise eligible to pay a reduced rate on, those Taxes, you may provide to Begg Brick Builder an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status or reduced rate eligibility, in which case Begg Brick Builder will not deduct the Taxes covered by the certificate. You must provide accurate information regarding your tax affairs as Begg Brick Builder reasonably requests, and must promptly notify Begg Brick Builder if any information that Begg Brick Builder prepopulates is inaccurate or incomplete. Begg Brick Builder may send documents to you and taxing authorities for transactions processed using the Services. Specifically, Law may require Begg Brick Builder to file periodic informational returns with taxing authorities related to your use of the Services. Begg Brick Builder may send tax-related information electronically to you.

5. User Bank Accounts; Funds.

5.1 User Bank Accounts; Prohibition on Grant or Assignment.

You must designate at least one User Bank Account in connection with the Services. Begg Brick Builder may debit and credit a User Bank Account as described in this Agreement. You must not grant or assign to any third party any lien on or interest in funds that may be owed to you under this Agreement until the funds are deposited into a User Bank Account.

5.2 Investment of Funds.

To the extent Law and the applicable Financial Services Terms permit, Begg Brick Builder may invest the funds that it holds into liquid investments. Begg Brick Builder owns the earnings from these investments. You irrevocably assign to Begg Brick Builder all rights you have (if any) to earnings from these investments.

5.3 Authorized Payment Services.

The Central Bank of Ireland has authorized Begg Brick Builder PSP as an electronic money institution under reference number C187865. Begg Brick Builder PSP does not offer any form of deposit or savings account. Begg Brick Builder PSP is not part of the Financial Services Compensation Scheme or the Deposit Guarantee Scheme. To the extent the

Services are Authorized Payment Services; Begg Brick Builder PSP is the only provider of those Services. As the provider of Authorized Payment Services, Begg Brick Builder PSP will be the only Begg Brick Builder party liable to you for collecting payment proceeds from Transactions on your behalf, safeguarding those proceeds, and settling those proceeds to your User Bank Account or as you otherwise direct. Begg Brick Builder is not a bank, and does not accept deposits.

5.4 E-Money Services; Using a Third-Party Payment Services Provider.

  • E-money Services. Depending on your location and, if applicable, your Connected Accounts’ location, Begg Brick Builder may offer E-money Services to you. The terms in this Section 5.4 only apply if Begg Brick Builder provides E-money Services to you. You may use the Services to purchase E-money from Begg Brick Builder, to send and receive E-money, and, if applicable, to transfer E-money to Connected Accounts. You will not receive any earnings from E-money that Begg Brick Builder issues or holds. If Begg Brick Builder holds E-money for you, Begg Brick Builder will safeguard that E-money according to Law. You may use the Begg Brick Builder Technology to redeem E-money Begg Brick Builder holds for you for par value, and Begg Brick Builder will settle funds to the User Bank Account according to the Payout Schedule.
  • Using a Third-Party Payment Service Provider (TPP). If Begg Brick Builder provides a Payment Account to you, you may enable a TPP to access information regarding that Payment Account or make payments from the Payment Account according to Law. You must ensure that each TPP you use (if any) is authorized or registered with the applicable Governmental Authority. Notwithstanding anything, to the contrary in this Agreement, as among the parties, you are liable for the TPP’s acts and omissions. If necessary to allow the TPP to access your Payment Account, you may provide your Begg Brick Builder Account credentials to the TPP. Begg Brick Builder may refuse to allow any TPP to access information regarding your Payment Account if Begg Brick Builder reasonably believes that the TPP’s actions are unauthorized, fraudulent or illegal. Unless Law prohibits notification, Begg Brick Builder will notify you if Begg Brick Builder takes this action. You must notify Begg Brick Builder immediately if you believe a payment made through a TPP was unauthorized or incorrect.

6. Termination; Suspension; Survival.
6.1 Termination

You are Termination. You may terminate this Agreement at any time by closing your Begg Brick Builder Account. To do so, you must open the account information tab in your account settings, select “close my account” and stop using the Services. If after termination you use the Services again, this Agreement will apply with an Effective Date that is the date on which you first use the Services again.

  • Begg Brick Builder Termination. Begg Brick Builder may terminate this Agreement (or any part) or close your Begg Brick Builder Account at any time for any or no reason (including if any event listed in Sections 6.2(a)–(I) of these General Terms occurs) by notifying you. In addition, Begg Brick Builder may terminate this Agreement (or relevant part) for cause if Begg Brick Builder exercises its right to suspend Services (including under Section 6.2 of these General Terms) and does not reinstate the suspended Services within 30 days.
  • Termination for Material Breach. A party may terminate this Agreement immediately upon notice to the other parties if any of the other parties materially breaches this Agreement, and if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party that served the notice may choose to terminate only the affected Services.
  • Effect on Other Agreements. Unless stated to the contrary, termination of this Agreement will not affect any other agreement between the parties or their Affiliates.

6.2 Suspension.

Begg Brick Builder may immediately suspend providing any or all Services to you, and your access to the Begg Brick Builder Technology, if:

  • Begg Brick Builder believes it will violate any Law, Financial Services Terms or Governmental Authority requirement;
  • a Governmental Authority or a Financial Partner requires or directs Begg Brick Builder to do so;
  • you do not update in a timely manner your implementation of the Services or Begg Brick Builder Technology to the latest production version Begg Brick Builder recommends or requires;
  • you do not respond in a timely manner to Begg Brick Builder’s request for User Information or do not provide Begg Brick Builder adequate time to verify and process updated User Information;
  • you breach this Agreement or any other agreement between the parties;
  • you breach any Financial Services Terms;
  • you enter an Insolvency Proceeding;
  • Begg Brick Builder believes that you are engaged in a business, trading practice or other activity that presents an unacceptable risk to Begg Brick Builder; or (i) Begg Brick Builder believes that your use of the Services (i) is or may be harmful to Begg Brick Builder or any third party; (ii) presents an unacceptable level of credit risk; (iii) increases, or may increase, the rate of fraud that Begg Brick Builder observes; (iv) degrades, or may degrade, the security, stability or reliability of the Begg Brick Builder services, Begg Brick Builder Technology or any third party’s system (e.g., your involvement in a distributed denial of service attack);

(v) Enables or facilitates, or may enable or facilitate, illegal or prohibited transactions; or (vi) is or may be unlawful.

6.3 Survival.

The following will survive the termination of this Agreement:

  • provisions that by their nature are intended to survive termination (including Sections 4, 7.2, 9.4, 11, 12 and 13 of these General Terms); and
  • provisions that allocate risk, or limit or exclude a party’s liability, to the extent necessary to ensure that a party’s potential liability for acts and omissions that occur during the Term remains unchanged after this Agreement terminates.

7. Use Rights.

7.1 Use of Services.

Subject to the terms of this Agreement, Begg Brick Builder grants you a worldwide, non-exclusive, non-transferable, non-sub licensable, royalty-free license during the Term to access the Documentation, and access and use the Begg Brick Builder Technology, as long as your access and use is (a) solely as necessary to use the Services; (b) solely for your business purposes; and (c) in compliance with this Agreement and the Documentation.

7.2 Feedback.

During the Term, you and your Affiliates may provide Feedback to Begg Brick Builder or its Affiliates. You grant, on behalf of yourself and your Affiliates, to Begg Brick Builder and its Affiliates a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to exploit that Feedback for any purpose, including developing, improving, manufacturing, promoting, selling and maintaining the Begg Brick Builder services. All Feedback is Begg Brick Builder’s confidential information.

Agreement assigns or transfers ownership of any IP Rights to any party. All rights (including IP Rights) not expressly granted in this Agreement are reserved.

8. Privacy and Data Use.
8.1 Privacy Policies.

Each party will make available a Privacy Policy that complies with Law.

Begg Brick Builder’s Privacy Policy explains how and for what purposes Begg Brick Builder collects, uses,

retains, discloses and safeguards the Personal Data you provide to Begg Brick Builder.

8.2 Personal Data.

When you provide Personal Data to Begg Brick Builder, or authorize Begg Brick Builder to collect Personal Data, you must provide all necessary notices to and obtain all necessary rights and consents from the applicable individuals (including your Customers) sufficient to enable Begg Brick Builder to lawfully collect, use, retain and disclose the Personal Data in the ways this Agreement and Begg Brick Builder’s Privacy Policy describe. Begg Brick Builder will not sell or lease Personal Data that Begg Brick Builder receives from you to any third party in accordance with Begg Brick Builder’s Privacy Policy.

8.3 Protected Data.

To the extent Law permits, Begg Brick Builder will use Protected Data to (a) secure, provide, provide access to, and update the Begg Brick Builder services; (b) fulfil its obligations under Law, and comply with Financial Partner and Governmental Authority requirements and requests; and (c) prevent and mitigate fraud, financial loss, and other harm. Begg Brick Builder is not obligated to retain Protected Data after the Term, except as (w) required by Law; (x) required for Begg Brick Builder to perform any post-termination obligations; (y) this Agreement otherwise states; or (z) the parties otherwise agree in writing. You are responsible for being aware of and complying with Law governing your use, storage and disclosure of Protected Data

8.4 Begg Brick Builder Data.

You may use the Begg Brick Builder Data only as this Agreement and other agreements between Begg Brick Builder and you (or their Affiliates) permit.

8.5 Data Processing Agreement.

The Data Processing Agreement, including the Approved Data Transfer Mechanisms (as defined in the Data Processing Agreement) that apply to your use of the Services and transfer of Personal Data, is incorporated into this Agreement by this reference. Each party will comply with the terms of the Data Processing Agreement and will train its employees on DP Law.

8.6 Use of Fraud Signals.

If Begg Brick Builder provides you with information regarding the possibility or likelihood that a transaction may be fraudulent or that an individual cannot be verified, Begg Brick Builder may incorporate your subsequent actions and inactions into Begg Brick Builder’s fraud and verification model, for identifying future potential fraud. Please see the Begg Brick Builder Privacy Center for more information on Begg Brick Builder’s collection of end-customer data for this purpose and for guidance on how to notify your Customers.

9. Data Security.
9.1 Controls.

Each party will maintain commercially reasonable administrative, technical, and physical controls designed to protect data in its possession or under its control from unauthorized access, accidental loss and unauthorized modification. You are responsible for implementing administrative, technical, and physical controls that are appropriate for your business.

9.2 PCI-DSS.

Begg Brick Builder will make reasonable efforts to provide the Services in a manner consistent with PCI-DSS requirements that apply to Begg Brick Builder.

9.3 Begg Brick Builder Account Credentials.

You must prevent any Credential Compromise, and otherwise ensure that your Begg Brick Builder Account is not used or modified by anyone other than you and your representatives. If a Credential Compromise occurs, you must promptly notify and cooperate with Begg Brick Builder, including by providing information that Begg Brick Builder requests. Any act or failure to act by Begg Brick Builder will not diminish your responsibility for Credential Compromises.

9.4 Data Breach

You must notify Begg Brick Builder immediately if you become aware of an unauthorized acquisition, modification, disclosure, access to, or loss of Personal Data on your systems.

9.5 Audit Rights.

If Begg Brick Builder believes that a compromise of data has occurred on your systems, website, or app, Begg Brick Builder may require you to permit a Begg Brick Builder approved third-party auditor to audit the security of your systems and facilities. You must fully cooperate with all auditor requests for information or assistance. As between the parties, you are responsible for all costs and expenses associated with these audits. Begg Brick Builder may share with Financial Services Partners any report the auditor issues.

10.1 Representations and Warranties.

You represent as of the Effective Date, and warrant at all times during the Term, that:

  • you have the right, power, and ability to enter into and perform under this Agreement;
  • you are a business (which may be a sole proprietor) or a non-profit organization located in Greece and are eligible to apply for a Begg Brick Builder account and use the Services;
  • you have, and comply with, all necessary rights, consents, licenses, and approvals for the operation of your business and to allow you to access and use the Services in compliance with this Agreement and Law;
  • your employees, contractors, and agents are acting consistently with this Agreement;
  • your use of the Services does not violate or infringe upon any third-party rights, including IP Rights, and you have obtained, as applicable, all necessary rights and permissions to enable your use of Content in connection with the Services;
  • you are authorized to initiate settlements to and debits from the User Bank Accounts;
  • you comply with Law with respect to your business, your use of the Services and Begg Brick Builder Technology, and the performance of your obligations in this Agreement;
  • you comply with the Documentation;
  • you comply with the Financial Services Terms, and are not engaging in activity that any Financial Partner identifies as damaging to its brand;
  • you do not use the Services to conduct a Restricted Business, transact with any Restricted Business, or enable any individual or entity (including you) to benefit from any Restricted Business;
  • you are the named account holder of each User Bank Account, and each User Bank Account is located in a Begg Brick Builder-approved country for the location of your Begg Brick Builder Account, as described in the Documentation; and
  • All information you provide to Begg Brick Builder, including the User Information, is accurate and complete.

11. Indemnity.

11.1 Begg Brick Builder IP Infringement.

(a) Defense and Indemnification. Begg Brick Builder will defend you against any IP Claim and indemnify you against all IP Claim Losses.

(b) Limitations. Begg Brick Builder’s obligations in this Section 11.1 do not apply if the allegations do not specify that the Begg Brick Builder Technology, Services, or Mark of Begg Brick Builder or its Affiliate is the basis of the IP Claim, or to the extent the IP Claim or IP Claim Losses arise out of: the use of the Begg Brick Builder. Technology or Services in combination with software, hardware, data, or processes not provided by Begg Brick Builder;

  • failure to implement, maintain and use the Begg Brick Builder Technology or Services in accordance with the Documentation and this Agreement;
  • your breach of this Agreement; or
  • Your negligence, fraud or willful misconduct.

(c) Process. You must promptly notify Begg Brick Builder of the IP Claim for which you seek indemnification; however, any delay or failure to notify will not relieve Begg Brick Builder of its obligations under this Section 11, except to the extent Begg Brick Builder has been prejudiced by the delay or failure. You must give Begg Brick Builder sole control and authority to defend and settle the IP Claim, but (I) you may participate in the defense and settlement of the IP Claim with counsel of your own choosing at your own expense; and (ii) Begg Brick Builder will not enter into any settlement that imposes any obligation on you (other than payment of money, which Begg Brick Builder will pay) without your consent. You must reasonably assist Begg Brick Builder in defending the IP Claim.

(d) Other Begg Brick Builder Actions. Begg Brick Builder may in its discretion and at no additional expense to you:

  • modify the Begg Brick Builder Technology or Services so that they are no longer claimed to infringe or misappropriate IP Rights of a third party;
  • replace the affected Begg Brick Builder Technology or Services with a non-infringing alternative;
  • obtain a license for you to continue to use the affected Begg Brick Builder Technology, Services, or Mark; or
  • Terminate your use of the affected Begg Brick Builder Technology, Services, or Mark upon 30 days’ notice.

(e) Exclusive Remedy. This Section 11.1 states Begg Brick Builder’s sole liability, and your sole and exclusive right and remedy, for infringement by the Begg Brick Builder Technology, Services, or Marks of Begg Brick Builder or its Affiliate, including any IP Claim.

11.2 User Indemnification.

(a) Defense. You will defend the Begg Brick Builder Parties against any Claim made against any of the Begg Brick Builder Parties to the extent arising out of or relating to:

  • your breach of any of your representations, warranties or obligations under this Agreement;
  • your use of the Services, including use of Personal Data;
  • an allegation that any of the Marks you license to Begg Brick Builder, or your Content, infringes on or misappropriates the rights, including IP Rights, of the third party making the Claim; or
  • a User Party’s negligence, willful misconduct or fraud.

(b) Indemnification. You will indemnify the Begg Brick Builder Parties against all Begg Brick Builder Losses arising out of or relating to Claims described in this Section 11.2.

12. Disclaimer and Limitations on Liability.

The following disclaimer and limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

12.1 Disclaimer

Begg Brick Builder provides the Services and Begg Brick Builder Technology “AS IS” and “AS AVAILABLE”. Except as expressly stated as a “warranty” in this Agreement, and to the maximum extent permitted by Law, Begg Brick Builder does not make any, and expressly disclaims all, express and implied warranties and statutory guarantees with respect to its performance under this Agreement, the Services, Financial Partners, the Begg Brick Builder Technology, Begg Brick Builder Data and the Documentation, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade. The Begg Brick Builder Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the Services, you are Begg Brick Builder Account, or Protected Data, or your failure to use or implement anti-fraud or data security measures. Further, the Begg Brick Builder Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to (a) your access to, or use of, the Services in a way that is inconsistent with this Agreement or the Documentation; (b) unauthorized access to servers or infrastructure, or to Begg Brick Builder Data or Protected Data; (c) Service interruptions or stoppages; (d) bugs, viruses, or other harmful code that may be transmitted to or through the Service (e) errors, inaccuracies, omissions or losses in or to any Protected Data or Begg Brick Builder Data; (f) Content; or (g) your or another party’s defamatory, offensive, fraudulent or illegal conduct.

12.2 LIMITATIONS ON LIABILITY.

  • Indirect Damages. To the maximum extent permitted by Law, the Begg Brick Builder Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term (whether in contract, negligence, strict liability or tort, or on other legal or equitable grounds) for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or the Begg Brick Builder Parties have been advised of their possibility.
  • General Damages. To the maximum extent permitted by Law, the Begg Brick Builder Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term (whether in contract, negligence, strict liability or tort, or on other legal or equitable grounds) for losses, damages, or costs exceeding in the aggregate the greater of (I) the total amount of Fees you paid to Begg Brick Builder (excluding all pass-through fees levied by Financial Partners) during the 3-month period immediately preceding the event giving rise to the liability; and (ii) $500 USD.

13. Dispute Resolution; Agreement to Arbitrate.
13.1 Governing Law

The laws of Ireland will govern this Agreement, without giving effect to its conflict of law principles.

13.2 Binding Arbitration.

  • Subject to Section 13.6 of these General Terms, all disputes, claims and controversies, whether based on past, present or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement, will be determined by binding arbitration under the ICC Rules by a sole arbitrator appointed according to the ICC Rules. The arbitrator may be the same nationality as any of the parties, and must be a member of the Law Society of Ireland or the Bar of Ireland, unless the parties agree otherwise. The place of arbitration will be Dublin, Ireland. The language of the arbitration will be English.
  • Nothing in this Agreement will preclude the Begg Brick Builder Parties from making any application or issuing any legal or insolvency proceeding in an appropriate court under insolvency law in your jurisdiction.
  • Nothing in this Agreement will preclude the parties from seeking injunctive relief in aid of arbitration from a court of appropriate jurisdiction.

13.3 Arbitration Procedure.

A party must notify the other relevant parties of its intention to begin arbitration before doing so. The notice must specify the date on which the party plans to file the Request for Arbitration, which must be at least 30 days after the notice.

13.4 Confidentiality.

The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing, all documentation submitted or exchanged in the course of the arbitration proceeding, the submissions made by the parties and the decision made by the arbitrator, including its awards, except (a) as necessary to prepare for and conduct the arbitration hearing; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) the Begg Brick Builder Parties may disclose the arbitrator’s decision in confidential settlement negotiations related to other disputes; (d) each party may disclose as necessary to professional advisers that are subject to a strict duty of confidentiality; and (e) as Law otherwise requires and to the extent not already in the public domain. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration, except as Law requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

13.5 Conflict of Rules

In the case of a conflict between the provisions of this Section 13 and the ICC Rules, the provisions of this Section 13 will prevail.

13.6 IP Rights.

Each dispute, claim and controversy (if any) principally related to any party’s IP Rights will be resolved by litigation, and the parties submit to the non-exclusive jurisdiction of the courts of California with respect to these disputes, claims and controversies.

  1. Modifications to this Agreement.

Begg Brick Builder may modify all or any part of this Agreement at any time by posting a revised version of the modified General Terms (including the introduction to this Agreement and the Definitions), Services Terms or terms incorporated by reference on the Begg Brick Builder Legal Page or by notifying you. The modified Agreement is effective upon posting or, if Begg Brick Builder notifies you, as stated in the notice. For modifications related to Authorized Payment Services, Begg Brick Builder will notify you, as Law requires. By continuing to use Services after the effective date of any modification to this Agreement, you agree to be bound by the modified Agreement. It is your responsibility to check the Begg Brick Builder Legal Page regularly for modifications to this Agreement. Begg Brick Builder last modified these General Terms on the date listed under the “General Terms” heading, and each set of Services Terms on the date listed under the heading for those terms. Except as this Agreement (including in this Section 14) otherwise allows, this Agreement may not be modified except in a writing signed by the parties.

  1. General Provisions.

15.1 Electronic Communications.

By accepting this Agreement or using any Service, you consent to electronic communications as described in the E-SIGN Disclosure, which is incorporated into this Agreement by this reference.

15.2 Notices and Communications.

  • Notices to Begg Brick Builder. Unless this Agreement states otherwise, for notices to Begg Brick Builder, you must contact us. A notice you send to Begg Brick Builder is deemed to be received when Begg Brick Builder receives it.
  • Communications to you. In addition to sending you a Communication

Electronically as Section 15.1 of these General Terms describes, Begg Brick Builder may send you Communications by physical mail or delivery service to the postal address listed in the applicable Begg Brick Builder Account. A Communication Begg Brick Builder sends to you is deemed received by you on the earliest of (i) when posted to the Begg Brick Builder Website or Begg Brick Builder Dashboard; (ii) when sent by text message or email; and (iii) three business days after being sent by physical mail or when delivered, if sent by delivery service.

15.3 Legal Process.

Begg Brick Builder may respond to and comply with any Legal Process that Begg Brick Builder believes to be valid. Begg Brick Builder may deliver or hold any funds or, subject to the terms of Begg Brick Builder’s Privacy Policy, any data as required under the Legal Process, even if you are receiving funds or data on behalf of other parties. Where Law permits, Begg Brick Builder will notify you of the Legal Process by sending a copy to the email address in the applicable Begg Brick Builder Account. Begg Brick Builder is not responsible for any losses, whether direct or indirect, that you may incur as a result of Begg Brick Builder’s response or compliance with a Legal Process in accordance with this Section 15.3.

15.4 Collection Costs.

You are liable for all costs Begg Brick Builder incurs during collection of any amounts you owe under this Agreement, in addition to the amounts you owe. Collection costs may include legal fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest, and any other related cost.

15.5 Interpretation.

  • No provision of this Agreement will be construed against any party based on that party being the drafter.
  • References to “includes” or “including” not followed by “only” or a similar word mean “includes, without limitation” and “including, without limitation,” respectively.
  • Except where expressly stated otherwise in a writing executed between you and Begg Brick Builder, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services.
  • All references in this Agreement to any terms, documents, Law or Financial Services Terms are to those items as they may be amended, supplemented or replaced from time to time. All references to APIs and URLs are references to those APIs and URLs as they may be updated or replaced.
  • The section headings of this Agreement are for convenience only and have no interpretive value.
  • Unless expressly stated otherwise, any consent or approval that may be given by a party (i) is only effective if given in writing and in advance; and (ii) may be given or withheld in the party’s sole and absolute discretion.
  • References to “business days” means weekdays on which banks are generally open for business. Unless specified as business days, all references in this Agreement to days, months or years mean calendar days, calendar months or calendar years.
  • Unless expressly stated to the contrary, when a party makes a decision or determination under this Agreement, that party has the right to use its sole discretion in making that decision or determination.
  • The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

15.6 Waivers.

To be effective, a waiver must be in a writing signed by the waiving party. The failure of any party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.

15.7 Force Majeure.

Begg Brick Builder and its Affiliates will not be liable for any losses, damages, or costs you suffer, or delays in Begg Brick Builder or its Affiliates’ performance or non-performance, to the extent caused by a Force Majeure Event.

15.8 Assignment.

You may not assign or transfer any obligation or benefit under this Agreement without Begg Brick Builder’s consent. Any attempt to assign or transfer in violation of the previous sentence will be void in each instance. If you wish to assign this Agreement, please contact us. Begg Brick Builder may, without your consent, freely assign and transfer this Agreement, including any of its rights or obligations under this Agreement. This Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.

15.9 Export Control.

You must not use or otherwise export, re-export or transfer the Begg Brick Builder Technology except as authorized by United States law and the laws of the jurisdiction(s) in which the Begg Brick Builder Technology was distributed and obtained, including by providing access to Begg Brick Builder Technology (a) to any individual or entity ordinarily resident in a High-Risk Jurisdiction; or (b) to any High-Risk Person. By using the Begg Brick Builder Technology, you represent as of the Effective Date and warrant during the Term that you are not (x) located in or organized under the laws of any High-Risk Jurisdiction; (y) a High-Risk Person; or (z) owned 50% or more, or controlled, by individuals and entities (i) located in or, as applicable, organized under the laws of any High-Risk Jurisdiction; or (ii) any of whom or which is a High-Risk Person. You must not use the Begg Brick Builder Technology for any purposes prohibited by Law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

15.10 No Agency Each party, and each Financial Partner, is an independent contractor. Nothing in this Agreement serves to establish a partnership, joint venture, or general agency relationship between Begg Brick Builder and you, or with any Financial Partner. If this Agreement expressly establishes an agency relationship between you as principal and Begg Brick Builder or its Affiliate as agent, the agency conferred, including your rights as principal and Begg Brick Builder’s or its Affiliate’s obligations as agent, is limited strictly to the stated appointment and purpose and implies no duty to you, or Begg Brick Builder or its Affiliate, and will in no event establish an agency relationship for tax purposes.

15.11 Severability.

If any court or Governmental Authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.

Card Policy

  • Delivery — Orders received before noon PST ship the same day. Orders received after noon PST ship the next business day. Credit card orders are USD only. Email and download shipping only. Call for pricing and availability. Stated pricing does not include international handling charges, customs fees, or import duties. 
  • Returns — No returns are accepted without prior written authorization. The order will be considered complete unless noted as back ordered. All claims with respect to the products purchased must be brought to our attention promptly, and in writing. Any claim or non-conformity not reported to us in writing within 15 days of receipt of the goods are waived.
  • Cancellations — Orders placed may be cancelled within 4 hours of receipt of the order. Cancellations must be placed by calling Customer Service at 858-945-3568, with a follow-up notice in writing to info@daubertcromwell.com. Cancellations are at sole discretion of Begg Brick Builder.
  • Refunds — Refunds may be issued for orders that are cancelled by either party. Funds will be reapplied to credit card on record within 24 hours of cancellation or refund acceptance.
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