Terms and Conditions
IMPORTANT — PLEASE READ CAREFULLY. These Terms of Service (the “Terms”) form a binding contract between you and Brickell Digital Inc. By accessing or using our website at brickelldigital.com or any related services, or by engaging Brickell Digital to provide professional services, you agree to be bound by these Terms. Sections 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), and 16 (Governing Law; Venue) contain important provisions that limit our liability and affect how disputes are resolved. If you do not agree to these Terms, do not access the Services.
1. Acceptance of Terms
These Terms govern your access to and use of (a) the website located at brickelldigital.com and any subdomains, content, and features we make available through it (the “Site”); and (b) the consulting, advisory, design, development, marketing, and other professional services we provide under written agreements (the “Professional Services,” and together with the Site, the “Services”). By accessing the Site, requesting a proposal, signing a statement of work, or otherwise engaging Brickell Digital, you accept these Terms on behalf of yourself and, if applicable, the organization you represent (collectively, “Client” or “you”). If you are accepting these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization.
Brickell Digital Inc. is a Louisiana corporation with its principal office at 3114 Canal Street, New Orleans, LA 70119 (“Brickell Digital,” “we,” “us,” or “our”).
2. Eligibility
The Services are intended for use by businesses, organizations, and adults at least eighteen (18) years of age (or the age of majority in your jurisdiction, if higher). By using the Services, you represent and warrant that you meet these requirements, that you have the legal capacity to enter into these Terms, and that you are not barred from using the Services under the laws of the United States, your country of residence, or any other applicable jurisdiction. We may refuse service, terminate accounts, or cancel orders in our sole discretion.
4. Statements of Work; Order of Precedence
Each engagement is governed by these Terms together with the applicable SOW. To the extent of any inconsistency between these Terms and an SOW signed by both parties, the SOW will control with respect to the subject matter expressly addressed in it, except that the following provisions of these Terms will control unless the SOW expressly references the specific provision and indicates the parties’ intent to modify it: Section 7 (Intellectual Property), Section 8 (Confidentiality), Section 11 (Disclaimers), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 16 (Governing Law; Venue), and Section 17 (Dispute Resolution).
Any pre-printed terms on a Client purchase order or other ordering document that are inconsistent with, in addition to, or in conflict with these Terms or the SOW are expressly rejected and will be of no force or effect, even if Brickell Digital acknowledges, accepts payment from, or performs against the document.
Change requests that alter the scope, schedule, fees, or assumptions of an SOW must be documented in a written change order (or amendment) signed or acknowledged by both parties. Until a change order is agreed, Brickell Digital may continue to perform under the existing SOW or pause work, in its reasonable discretion.
5. Fees, Invoicing, Payment, and Taxes
Fees, payment terms, milestones, and any deposits, retainers, expense reimbursements, or pass-through costs are set forth in the applicable SOW. Except as otherwise stated in the SOW:
- Invoices are due net thirty (30) days from the date of invoice, in U.S. dollars, by wire transfer, ACH, or other method specified by Brickell Digital.
- Late payments accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, from the original due date until paid in full.
- If Client disputes any portion of an invoice, Client must notify Brickell Digital in writing within fifteen (15) days of receipt with a reasonable description of the basis for the dispute. Undisputed portions remain due in accordance with these Terms. The parties will cooperate in good faith to resolve any disputed amount.
- Brickell Digital may suspend performance, pause delivery of work product, or terminate the SOW upon written notice if any undisputed amount remains unpaid for more than thirty (30) days after the original due date.
- Pre-approved travel, third-party software, hosting, media spend, and other out-of-pocket expenses are reimbursable at cost and invoiced as incurred unless otherwise specified.
- All fees are exclusive of sales, use, value-added, withholding, and similar taxes, all of which are Client’s responsibility (other than taxes imposed on Brickell Digital’s net income). If Client is required by law to withhold any amount from a payment, Client will gross up the payment so that Brickell Digital receives the full amount it would have received absent the withholding.
6. Client Responsibilities and Cooperation
Client acknowledges that Brickell Digital’s ability to perform depends on Client’s timely cooperation. Without limiting the SOW, Client will: (a) provide accurate, complete information, materials, access, approvals, and decisions reasonably required by Brickell Digital to perform the Services; (b) designate one or more qualified points of contact with authority to make decisions and provide approvals; (c) review deliverables and provide feedback within the time periods specified in the SOW, or within a reasonable period if none is specified; and (d) comply with all laws, regulations, and third-party terms applicable to Client’s use of the Services and the deliverables, including with respect to data Client provides to Brickell Digital.
Brickell Digital is entitled to rely on the information, materials, approvals, and instructions provided by Client and its authorized representatives. Delays, errors, or omissions in Client’s performance may extend timelines and increase fees, and Brickell Digital will not be liable for delays or deficiencies caused by Client’s actions or inactions.
7. Intellectual Property
7.1 Pre-Existing Materials
Each party retains all right, title, and interest in and to any materials, methodologies, processes, tools, frameworks, templates, software, code libraries, know-how, and other intellectual property that it owns or licenses prior to the engagement or that it develops independently of the engagement (collectively, the “Pre-Existing Materials”). Nothing in these Terms or any SOW transfers ownership of a party’s Pre-Existing Materials to the other party.
7.2 Brickell Digital Materials
Brickell Digital owns and will continue to own all right, title, and interest in and to its Pre-Existing Materials, including any proprietary frameworks, methodologies, code libraries, design systems, tools, and templates that we use to deliver the Services (the “Brickell Digital Materials”). To the extent any Brickell Digital Materials are incorporated into a deliverable, Brickell Digital grants Client a non-exclusive, worldwide, royalty-free, perpetual, and non-transferable license to use the Brickell Digital Materials solely as embedded in the deliverable and solely for Client’s internal business purposes, subject to Client’s continued compliance with these Terms and the applicable SOW.
7.3 Deliverables
Subject to (a) full payment of all amounts due under the applicable SOW and (b) the licenses and ownership rights in Sections 7.1 and 7.2, Brickell Digital assigns to Client all of its right, title, and interest in and to the final, fee-bearing deliverables specifically identified in the SOW (the “Deliverables”), excluding Brickell Digital Materials and any third-party materials. Unless an SOW expressly provides otherwise, drafts, work-in-progress, internal working files, alternate design concepts not selected by Client, source files for non-final iterations, and similar materials are not Deliverables and remain the property of Brickell Digital.
Until full payment is received, Brickell Digital retains all right, title, and interest in and to the Deliverables, and Client has no right to use or exploit them.
7.4 Third-Party Materials
Deliverables may include or rely on third-party software, services, content, fonts, stock media, libraries, or other materials (“Third-Party Materials”). Such Third-Party Materials are governed by the applicable third-party terms and licenses, and Client is solely responsible for complying with those terms. Where reasonably practicable, Brickell Digital will identify material Third-Party Materials in the SOW or in documentation accompanying the Deliverables.
7.5 Feedback
If Client provides feedback, suggestions, or ideas relating to the Services or Brickell Digital’s offerings, Client grants Brickell Digital a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate that feedback into our business, products, and services, without obligation or attribution.
7.6 Portfolio Use
Brickell Digital may identify Client as a client of Brickell Digital and may use Client’s name, logo, and a high-level, non-confidential description of the engagement in case studies, portfolio materials, proposals, marketing collateral, our website, social media, awards submissions, and similar contexts. Brickell Digital will respect any reasonable, written restrictions Client provides in advance, and will remove portfolio references upon Client’s written request to legal@brickelldigital.com.
8. Confidentiality
In connection with the Services, each party (as “Discloser”) may share with the other party (as “Recipient”) non-public information that is identified as confidential or that should reasonably be understood as confidential given its nature and the circumstances of disclosure (“Confidential Information”). Recipient will: (a) use Confidential Information only to perform its obligations and exercise its rights under these Terms and the applicable SOW; (b) protect Confidential Information using at least the same care it uses to protect its own confidential information of similar sensitivity, but in no event less than a reasonable standard of care; and (c) disclose Confidential Information only to its personnel, contractors, advisors, and service providers who have a need to know and who are bound by confidentiality obligations at least as protective as those in these Terms.
Confidential Information does not include information that: (i) is or becomes publicly available without breach of these Terms by Recipient; (ii) was lawfully known to Recipient without an obligation of confidentiality prior to disclosure; (iii) is lawfully received from a third party without an obligation of confidentiality; or (iv) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information.
Recipient may disclose Confidential Information to the extent required by law, regulation, court order, or other legal process, provided that, where legally permitted, Recipient gives Discloser prompt prior written notice and reasonably cooperates with Discloser’s efforts to seek a protective order or other appropriate remedy.
Recipient’s confidentiality obligations continue for three (3) years after the termination of the last SOW between the parties, except that obligations with respect to information that constitutes a trade secret continue for as long as the information remains a trade secret under applicable law. Upon termination, Recipient will, at Discloser’s written request, return or destroy Confidential Information in its possession, subject to retention of (x) routine archival copies and (y) information required to be retained by law or professional duty, in each case subject to ongoing confidentiality obligations.
9. Data Protection and Privacy
Brickell Digital’s collection and use of personal information about you and your representatives is described in our Privacy Policy, available at brickelldigital.com, which is incorporated by reference into these Terms.
To the extent Brickell Digital processes personal data on behalf of Client in performance of the Services, the parties will enter into a separate data processing agreement (a “DPA”) where required by applicable law. Each party will comply with applicable data protection laws in connection with its activities under these Terms.
Client represents and warrants that it has obtained all consents, provided all notices, and otherwise complied with all applicable laws necessary for Brickell Digital to process any personal data Client provides to Brickell Digital. Client is solely responsible for the lawfulness, accuracy, and quality of the data it provides.
10. Third-Party Services
Deliverables and engagements may involve, integrate with, or depend on services, platforms, software, hosting, advertising networks, or content provided by third parties (collectively, “Third-Party Services”). Third-Party Services are governed by the applicable third-party terms and policies. Brickell Digital does not control and is not responsible for Third-Party Services, including their availability, performance, security, pricing, changes, or termination. Client is solely responsible for procuring, maintaining, and complying with the terms of any Third-Party Services it elects to use, except as expressly provided in an SOW.
11. Representations, Warranties, and Disclaimers
Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has the corporate power and authority to enter into these Terms and to perform its obligations; (c) the execution and performance of these Terms do not violate any other agreement to which it is a party or any applicable law; and (d) it will comply with all laws applicable to its performance, including export, sanctions, anti-corruption, privacy, and data protection laws.
Brickell Digital warrants that the Professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. As Client’s sole and exclusive remedy, and Brickell Digital’s entire liability, for any breach of this warranty, Brickell Digital will, at its option, re-perform the non-conforming Services or refund the fees paid for the non-conforming Services, provided that Client notifies Brickell Digital of the breach in writing within thirty (30) days after performance of the affected Services.
EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, THE SERVICES, THE SITE, THE DELIVERABLES, AND ALL MATERIALS, CONTENT, AND INFORMATION PROVIDED BY BRICKELL DIGITAL ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BRICKELL DIGITAL DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. BRICKELL DIGITAL DOES NOT WARRANT THAT THE SITE OR ANY DELIVERABLE WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, SECURE, OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED, OR THAT THE RESULTS OBTAINED FROM THE SERVICES WILL MEET CLIENT’S REQUIREMENTS.
Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the foregoing exclusions apply to the maximum extent permitted by applicable law.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BRICKELL DIGITAL BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, COST OF SUBSTITUTE GOODS OR SERVICES, OR COST OF COVER, IN EACH CASE ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, THE SITE, OR THE DELIVERABLES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, AND WHETHER OR NOT BRICKELL DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BRICKELL DIGITAL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, THE SITE, OR THE DELIVERABLES, REGARDLESS OF THE FORM OF ACTION AND WHETHER BASED ON CONTRACT, TORT, STATUTE, OR ANY OTHER THEORY, WILL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY CLIENT TO BRICKELL DIGITAL UNDER THE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE THOUSAND U.S. DOLLARS (U.S. $1,000).
The limitations and exclusions in this Section 12 apply even if any limited remedy in these Terms fails of its essential purpose. The limitations and exclusions do not apply to (i) a party’s indemnification obligations under Section 13; (ii) a party’s breach of its confidentiality obligations under Section 8; (iii) Client’s payment obligations; (iv) either party’s liability for fraud, intentional misconduct, or gross negligence; or (v) any other liability that cannot be excluded or limited under applicable law.
The parties have negotiated the fees, deliverables, and risk allocation in these Terms in reliance on the limitations and disclaimers in Sections 11 and 12, and these limitations and disclaimers are a fundamental element of the bargain between the parties.
13. Indemnification
13.1 By Brickell Digital
Subject to the limitations in Section 12, Brickell Digital will defend Client against any third-party claim alleging that a Deliverable, as delivered by Brickell Digital and used by Client in accordance with these Terms and the applicable SOW, infringes a valid copyright, U.S. trademark, or U.S. patent of such third party, and will indemnify Client against any damages and reasonable costs (including reasonable attorneys’ fees) finally awarded against Client by a court of competent jurisdiction or paid in settlement of such claim with Brickell Digital’s written consent.
If a Deliverable becomes, or in Brickell Digital’s reasonable judgment is likely to become, the subject of a claim of infringement, Brickell Digital may, at its option and expense: (a) procure for Client the right to continue using the Deliverable; (b) modify the Deliverable to make it non-infringing without materially diminishing its functionality; (c) replace the Deliverable with a substantially equivalent, non-infringing alternative; or (d) terminate the affected SOW and refund the portion of any fees prepaid by Client for the unused portion of the Deliverable.
Brickell Digital has no obligation under this Section 13.1 for any claim arising out of or relating to: (i) Client materials, instructions, designs, content, or specifications; (ii) modifications to the Deliverable not made by Brickell Digital; (iii) the combination of the Deliverable with any product, service, software, data, or content not provided by Brickell Digital; (iv) Client’s use of the Deliverable other than in accordance with these Terms and the SOW; (v) use of the Deliverable after Brickell Digital has notified Client to discontinue use; or (vi) Third-Party Materials, Third-Party Services, or open-source software. This Section 13.1 states Brickell Digital’s entire liability, and Client’s sole and exclusive remedy, for claims of infringement or misappropriation of intellectual property rights.
13.2 By Client
Client will defend, indemnify, and hold harmless Brickell Digital, its affiliates, and each of their officers, directors, employees, agents, contractors, and successors against any claim, loss, damage, liability, fine, penalty, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to: (a) Client materials, content, data, instructions, designs, or specifications, including any claim that they infringe, misappropriate, defame, or violate the rights of any third party; (b) Client’s products, services, or business; (c) Client’s use of the Deliverables in violation of these Terms, the SOW, or applicable law; (d) Client’s violation of any law or regulation; (e) Client’s breach of its representations, warranties, or obligations under these Terms or any SOW; or (f) any dispute between Client and any third party.
13.3 Procedure
The indemnified party will: (i) promptly notify the indemnifying party in writing of the claim (provided that failure to give prompt notice will not relieve the indemnifying party of its obligations except to the extent the indemnifying party is materially prejudiced); (ii) give the indemnifying party sole control over the defense and settlement of the claim (except that the indemnifying party may not settle any claim that imposes a non-monetary obligation on the indemnified party or that does not include an unconditional release of the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld); and (iii) reasonably cooperate, at the indemnifying party’s expense, in the defense of the claim. The indemnified party may participate in the defense at its own expense using counsel of its choice.
14. Term, Suspension, and Termination
These Terms apply from the earlier of (a) your first access to the Site, (b) your acceptance of an SOW, or (c) the start of any Services, and continue until terminated as provided below. Each SOW has the term specified in it.
Either party may terminate an SOW or these Terms for material breach by the other party that remains uncured for thirty (30) days after written notice describing the breach in reasonable detail. Either party may terminate immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy that is not dismissed within sixty (60) days, or ceases to do business in the ordinary course.
Brickell Digital may suspend the Services or terminate these Terms or any SOW immediately upon written notice if Client (a) fails to pay any undisputed amount within thirty (30) days after the original due date; (b) engages in conduct that, in Brickell Digital’s reasonable judgment, is unlawful, harmful, abusive, fraudulent, or likely to subject Brickell Digital to liability or reputational harm; or (c) materially breaches Section 7 (Intellectual Property), Section 8 (Confidentiality), or Section 9 (Data Protection and Privacy).
Upon termination or expiration: (i) Client will pay all amounts accrued through the effective date of termination, including fees for Services performed and non-cancellable commitments incurred by Brickell Digital; (ii) Brickell Digital will deliver to Client any Deliverables for which Client has paid in full; (iii) each party will return or destroy the other party’s Confidential Information as described in Section 8; and (iv) the provisions of these Terms that by their nature should survive termination will survive, including Sections 4, 5 (with respect to amounts accrued), 6 (final sentence), 7, 8, 9, 11, 12, 13, 14 (this sentence), 15, 16, 17, 18, and 19.
15. Force Majeure
Neither party will be liable for any delay or failure to perform any obligation under these Terms (other than payment obligations) to the extent the delay or failure is caused by events beyond the party’s reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, embargoes, public health emergencies, epidemics, pandemics, fires, floods, hurricanes, severe weather, earthquakes, strikes or other labor disturbances (other than those involving its own employees), failures or interruptions of utilities, internet, telecommunications, third-party hosting, or other infrastructure, cyberattacks, denial-of-service attacks, and similar events (each, a “Force Majeure Event”). The affected party will promptly notify the other party of the Force Majeure Event and use commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected SOW upon written notice without further liability, except for accrued obligations as of the date of termination.
16. Governing Law; Venue
These Terms, each SOW, and any non-contractual obligations arising out of or in connection with them are governed by and construed in accordance with the laws of the State of Louisiana, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The parties agree that, subject to Section 17 (Dispute Resolution), the exclusive venue and personal jurisdiction for any action or proceeding arising out of or relating to these Terms, any SOW, or the Services will lie in the state or federal courts located in Orleans Parish, Louisiana. Each party irrevocably consents to the personal jurisdiction of, and venue in, such courts and waives any objection based on inconvenient forum, lack of personal jurisdiction, or improper venue. Each party irrevocably waives any right to a trial by jury in any action arising out of or relating to these Terms, any SOW, or the Services, to the maximum extent permitted by applicable law.
Because Brickell Digital is a Louisiana corporation, the parties acknowledge that Louisiana follows the civil-law tradition. Capitalized terms used in these Terms have the meanings given to them above; for any term not expressly defined, the parties intend that it be interpreted in accordance with its plain meaning and the Louisiana Civil Code where applicable.
17. Dispute Resolution
Before filing any action arising out of or relating to these Terms, an SOW, or the Services, the parties will first attempt in good faith to resolve the dispute through informal negotiations. The complaining party will provide a written notice describing the dispute in reasonable detail and the relief sought, and the parties will negotiate in good faith for at least thirty (30) days. If the dispute is not resolved within that period, either party may file an action in the courts identified in Section 16. Nothing in this Section 17 prevents either party from seeking injunctive or other equitable relief at any time to protect its intellectual property, Confidential Information, or other proprietary rights.
Any claim arising out of or relating to these Terms, any SOW, or the Services must be filed within one (1) year after the cause of action arose; otherwise, the claim is permanently barred, to the maximum extent permitted by applicable law. This shortened period does not extend any longer period required by applicable law.
18. Modifications to Terms
We may modify these Terms from time to time. When we make material changes, we will update the “Last Updated” date above and, where appropriate, provide additional notice (for example, by posting a notice on the Site or, for active engagements, by emailing Client). Modifications will be effective upon posting (or the effective date specified in the notice). If you do not agree to the modifications, you must stop using the Services. For any active SOW, modifications to these Terms will not apply to the extent they materially and adversely affect Client’s rights under the SOW without Client’s consent, except as required by law.
19. Miscellaneous
19.1 Entire Agreement
These Terms, together with the Privacy Policy, each executed SOW, and any documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, communications, proposals, and understandings, whether oral or written, with respect to that subject matter.
19.2 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions of these Terms will remain in full force and effect. The parties will negotiate in good faith to replace any invalid provision with a valid one that most closely reflects the original intent of the parties.
19.3 No Waiver
The failure or delay by either party to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by the waiving party to be effective.
19.4 Assignment
Client may not assign, delegate, or transfer these Terms or any SOW, in whole or in part, by operation of law or otherwise, without Brickell Digital’s prior written consent. Brickell Digital may assign these Terms or any SOW, in whole or in part, without consent: (a) to an affiliate; (b) in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or equity; or (c) in connection with a financing transaction. Any purported assignment in violation of this Section 19.4 is void. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their permitted successors and assigns.
19.5 Independent Contractors
The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, employment, fiduciary, or franchise relationship. Neither party has authority to bind the other or to incur obligations on behalf of the other.
19.6 Subcontractors
Brickell Digital may engage subcontractors to perform any portion of the Services, provided that Brickell Digital remains responsible for the performance of its subcontractors and for compliance with these Terms.
19.7 Notices
Notices to Brickell Digital must be sent by email to legal@brickelldigital.com and by mail or recognized courier to Brickell Digital Inc., 3114 Canal Street, New Orleans, LA 70119. Notices to Client may be sent to the email or postal address most recently provided by Client. Notices are effective: (a) when delivered, if delivered personally; (b) one (1) business day after being sent by recognized overnight courier; (c) three (3) business days after being mailed by certified or registered mail, return receipt requested; or (d) when sent by email if no bounce or non-delivery notice is received.
19.8 Headings; Construction
Section headings are for convenience only and do not affect interpretation. The words “including,” “includes,” and “include” mean “including without limitation.” References to “days” mean calendar days unless otherwise specified. These Terms have been negotiated by the parties and will be construed according to their fair meaning and not strictly for or against either party.
19.9 Electronic Acceptance and Signatures
These Terms and any SOW may be executed and accepted electronically. Electronic signatures (including those delivered through e-signature platforms) and electronic records have the same legal effect as handwritten signatures and paper records and are admissible as evidence to the same extent.
19.10 No Third-Party Beneficiaries
Except as expressly stated in these Terms, no person or entity other than the parties has any rights or remedies under these Terms or any SOW.
19.11 Export and Sanctions
Client will comply with all applicable U.S. and non-U.S. export-control, sanctions, and import laws. Client represents that it is not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. economic sanctions, and that it is not listed on any U.S. government list of restricted parties.
19.12 U.S. Government End Users
Any software or technical data provided to U.S. Government end users is provided as “Commercial Items” as defined in 48 C.F.R. § 2.101, with only the rights provided in these Terms.
20. Contact
Questions about these Terms should be directed to:
Brickell Digital Inc.
3114 Canal Street
New Orleans, LA 70119
United States
Email: legal@brickelldigital.com
Website: brickelldigital.com