Terms of Service

PLEASE READ CAREFULLY BEFORE DOWNLOADING THE SOFTWARE OR USING THE PRODUCT(S) OR BR.IM WEBSITES


1.          Acceptance of Terms

1.1.     This document is an agreement which you must accept in order to use the Brim service. It describes both your rights and your obligations as part of using the service. It is important that you read it carefully because you will be legally bound to these terms. TarheelVentures.com, Inc. (“Brim” “we” “us”) only provides its Brim Service (as defined below) to you subject to this Terms of Service agreement (“TOS”). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you agree to be bound by this TOS. 

1.2.     If you are entering into this TOS on behalf of a company or business, you represent that you have the authority to bind such entity, its end users and its affiliates to this TOS. In that case, the terms “you” or “your” shall refer to such entity, its end users (including administrators) and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this TOS, you may not use the Service. You acknowledge that this TOS is a contract between you and TarheelVentures.com, Inc., even though it is electronic and is not physically signed by you and TarheelVentures.com, Inc., and it governs your use of the Service.

1.3.     We may revise this TOS from time to time. If we do so, we will provide reasonable prior notice either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of this TOS at any time by visiting this page. The revised terms and conditions will become effective on the date set forth in our notice, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to cancel your account and stop using the Service, which you may do by clicking through the process provided in the Service –or- by visiting https://br.im/account/summary.

2.                Description of Service

The “Service” includes (a) real-time communication, messaging, video calling, live-editing, document creation, document conversion, archival and search services and related systems and technologies, as well as the website http://br.im and our related mobile applications, and (b) all software applications, data, text, images, and other content made available through any of the foregoing. Any new features or functionality added to the Service are also subject to this TOS. Brim reserves the right to modify or discontinue the Service or any feature or functionality thereof at any time without notice to you. 

3.              Access and Use of the Service

3.1.     You may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner (as determined by Brim in its sole discretion).   For example, you must not, and must not attempt to do the following:

(a)   probe, scan, or test the vulnerability of any system or network;

(b)  breach or otherwise circumvent any security or authentication measures;

(c)   access, tamper with, or use non-public areas or parts of the Service, or shared areas of the Service you haven't been invited to;

(d)  interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Service;

(e)   access or search the Service by any means other than our publicly supported interfaces (for example, "scraping"); 

(f)   send unsolicited communications, promotions or advertisements, or spam;

(g)   send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";

(h)  promote or advertise products or services other than your own without appropriate authorization;

(i)    abuse Brim referrals or promotions to get more storage space than deserved;

(j)    abuse the Service in a manner that circumvents their storage space limits;

(k)  sell the Service or Service accounts via unauthorized channels;

(l)    use automated or other means to create accounts in bulk or to access the Service other than by using our official interface and/or APIs;

(m) publish or share materials that are unlawfully pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred;

(n)  violate the law in any way including storing, publishing or sharing material that's fraudulent, defamatory, misleading, or that violates the privacy or infringes the rights of others.

3.2.     The Service is not intended for and may not be used by people under the age of 13. By using our Service, you are representing to us that you are over 13 years of age.

3.3.     Any software that may be made available by Brim in connection with the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, Brim only grants you a personal, non-sublicensable and non-exclusive license to use the object code of any Software solely in connection with the Service and in accordance with our policies. Any rights not expressly granted herein are reserved. To the extent any component of the Software may be offered under an open source license, we'll make that license available to you and the provisions of that license may expressly override some of these TOS. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Service, attempt to do so, or assist anyone in doing so.

4.             Your Data Rights and Related Responsibilities

4.1.     "Your Data" means any data and content stored or transmitted via the Service by or on behalf of you or your end users. This includes messages, spreadsheets, documents, tasks, or memes you create and send, files you upload, annotations on files, profile pictures, imported contact lists, and any other information you enter or upload into the Service.

4.2.     In order for us to provide the Service to you, we require that you grant us certain rights with respect to Your Data. For example, we need to be able to transmit, store and copy Your Data in order to display it to you and your connections, to create a clone of it in a web-viewable format, to index it so you are able to search it, to make backups to prevent data loss, and so on. Your acceptance of this TOS gives us the permission to do so and grants us any such rights necessary to provide the service to you, only for the purpose of providing the service (and for no other purpose). This permission includes allowing us to use third-party service providers (such as Google Cloud) in the operation and administration of the service and the rights granted to us are extended to these third parties to the degree necessary in order for the service to be provided. These rights and permissions are not permanent: they terminate whenever you remove all or part of Your Data from The Service. We claim no ownership over Your Data.

4.3.     If you or your end users send us any feedback or suggestions regarding the Service, you grant TarheelVentures.com, Inc. an unlimited, irrevocable, free license to use any such feedback or suggestions for any purpose without any obligation to you or your end users.

4.4.     Nothing herein shall limit our right to collect, use and analyze data and other information relating to the use and performance of the Service and related technologies and to disclose it in aggregate or de-identified forms in connection with our business. That means, for example, that we can compute the number of people connected to the service on a given day, or the number of messages sent during a period of time, or any other measures or analyses and share that however we’d like.

4.5.     You are solely responsible for your and, if applicable, your end users’ conduct, the content of Your Data, and all communications with others while using the Service.  Brim may choose to review public content for compliance with our policies and guidelines, but you acknowledge that Brim has no obligation to monitor any information on the Service. You further agree that Brim may remove or disable any public content at any time for any reason or for no reason at all. For example, if you upload files which do not belong to you and use the “Get Permalink” feature to make these files available publicly, we can delete those files. We are not responsible for the accuracy, appropriateness, or legality of Your Data or any other information you and your end users may be able to access using the Service.

4.6.     The Service provides features that allow you and your end users to share Your Data and other materials with others or to make it public.  Please consider carefully what you allow to be shared or made public.

4.7.     When you delete Your Data, it is deleted in a manner similar to emptying the recycle bin on a computer.  However, you understand that removed content may persist in backup copies for a reasonable amount of time, and may continue to be available to others (such as your connections or former connections) if you shared Your Data intentionally via chat conversation or other means within the Service.

4.8.     You agree to safeguard your password to the Service, make sure that others don't have access to it, and keep your account information current.

5.             Paid Account

5.1.     You can increase your storage space and add paid features to your account (converting your account into a "Paid Account").  You will be required to select a payment plan and provide Brim accurate information regarding your credit card or other payment instrument.  You shall be responsible for all taxes associated with the Service other than U.S. taxes based on Brim's net income.   You agree to pay Brim the amount that is specified in the applicable payment plan in accordance with the terms set forth in the Service and this TOS, and you authorize Brim to bill your payment instrument in advance on a periodic basis in accordance with such terms.   You will promptly update your account information with any changes in your payment information.

5.2.     You may cancel your Paid Account at any time but all amounts paid are non-refundable and we reserve the right to change our prices in the future.  If we do change prices, we will provide notice of the change on the Site or in email to you, at our option, at least 30 days before the change is to take effect regarding your use of the Service. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount.

5.3.     Your Paid Account will remain in effect until it's cancelled or terminated under these Terms. If you don't pay for your Paid Account on time, we reserve the right to reduce functionality and/or your storage to free space levels or to suspend your account.

6.             Representations and Warranties
You represent and warrant to Brim that (i) you have full power and authority to enter into this TOS; (ii) you own Your Data or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow Brim to perform its obligations) in connection with the Service without obtaining any further releases or consents; and (iii) Your Data and other activities in connection with the Service, and Brim's exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Data contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.

7.             Disclaimer of Warranties

7.1.     The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but Brim shall use reasonable efforts to provide advance notice of any material scheduled service disruption. Further, you understand that the operation of the Service may be unencrypted if you chose to use unencrypted gateways to connect to the service and involve (a) transmissions over various networks, and (b) transmission to Brim's third party vendors and hosting partners to provide the necessary technology and services to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Data. Brim will have no liability to you for any unauthorized access or use of any of Your Data, or any corruption, deletion, destruction or loss of any of Your Data.

7.2.     THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND Brim EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT Brim DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM Brim OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

8.             Termination
You have the right to terminate your account at any time by using account deletion interface provided at https://br.im/account/summary.  We also reserve the right to terminate your account (or the access privileges of any end user) and this TOS at any time for any reason, or no reason, with or without notice.  Upon termination of your account, we will have no obligation to maintain or provide Your Data, and will delete or destroy all copies of Your Data in our possession or control, in a reasonably expedient way, unless legally prohibited.   Except for Paid Accounts, we reserve the right to terminate and delete your account if you have not accessed the Service for 12 consecutive months.  We will provide you with notice via the email address associated with your account before doing so.

9.             Limitation of Liability

9.1.     UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL Brim BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES,INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE to YOUR CLAIM or, IF NO FEES APPLY, twenty ($20) U.S. dollars, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.

9.2.     Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, Brim’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10.          Indemnification

10.1.  You shall defend, indemnify, and hold harmless Brim from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Data, or your (and your end users’) use or misuse of the Service. Brim shall provide notice to you of any such claim, suit or demand. Brim reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Brim's defense of such matter.

11.          Miscellaneous
If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Brim in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. You may not assign this TOS without the prior written consent of Brim, but Brim may assign or transfer this TOS, in whole or in part, without restriction. Except as otherwise set forth herein, all notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.   This TOS shall be governed by the laws of the State of North Carolina without regard to the principles of conflicts of law. Unless otherwise elected by Brim in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of North Carolina for the purpose of resolving any dispute relating to your access to or use of the Service.



Changes to this document:
Published December 1, 2014