Terms and conditions

1. Who we are and what this is

Brakket is operated by Brakket Technologies Ltd. (“Brakket”, “we”, “us”), a Canadian business located at [Mailing address]. These terms govern your use of the Brakket website, dashboard, order forms, delivery pages and property websites (the “Service”).

By creating an account or using the Service you agree to these terms, our Privacy policy and our Copyright policy. If you are signing up for a business, you confirm you are authorised to accept these terms on its behalf, and “you” means that business. If you do not agree, do not use the Service.

The Service is a tool for businesses. It is not intended for personal, family or household use.

2. Your account and your team

• You must give accurate information and keep your sign-in details secure. You are responsible for everything done through your account.
• You must be at least 18 years old, or the age of majority where you live, and able to enter into a contract.
• If you invite team members, you are responsible for what they do in your studio and for the roles you give them.
• Tell us straight away at [support email] if you think someone else has accessed your account.

3. Plans, payment and taxes

• New studios start on Free, which has no monthly fee. No payment card is required to sign up. Delivering listings on Free needs a card on file for the monthly listing bill.
• If a plan lapses or a bill goes unpaid, uploading and delivering are paused until it is put right. Your clients can still send booking requests.
• Plans with a monthly fee renew automatically and are billed monthly in advance through our payment processor until you cancel.
• A listing is one property you deliver media for. Listings on pay as you go, and listings beyond those included in your plan, are billed monthly in arrears at your plan's per-listing rate.
• AI editing credits are billed when you buy them or with your plan. Each batch of credits, bought or included with a plan, lasts two months from the day it is added: unused credits carry over for one month and then expire. The oldest credits are used first. Credits have no cash value and are not refunded, except where the law requires it.
• You can change or cancel your plan at any time in your billing settings. Cancelling stops future charges and takes effect at the end of the period you have paid for. Fees already paid are not refunded, except where the law requires it.
• Prices do not include sales taxes. We add GST/HST, QST, PST or other applicable taxes to your invoice where we are required to collect them.
• We may change plan prices or what a plan includes. We will give you at least 30 days' notice before a change applies to you, and you may cancel before it does.
• If a payment fails, we may suspend the account after giving you notice and a reasonable chance to fix it.

4. Payments from your clients

You may connect your own Stripe or Square account to take payments from your clients through the Service. Those payments are processed by the processor you choose and paid into your account with it. You are the seller and merchant of record. Brakket does not take a share of these payments, does not hold your funds and is not a party to the sale.

You are responsible for your own prices, invoices, sales taxes, refunds, chargebacks and disputes, for your agreement with your payment processor, and for your contract with each client. Brakket is not responsible for a client's failure to pay.

5. Your content, and the licences you give us

“Your content” means the photos, video, files, text, logos and other material you or your team upload to the Service. You keep ownership of your content. We do not claim to own it.

Licence to run the Service. You grant Brakket a worldwide, non-exclusive, royalty-free licence to host, store, copy, resize, convert, process and display your content as needed to provide the Service to you and to the people you share it with, including through delivery pages and any property website you publish.

Licence for model training and reference. Unless you turn this off, you also grant Brakket a worldwide, non-exclusive, royalty-free, perpetual licence to use, copy, analyse and adapt your content to develop, train, evaluate and improve Brakket's software, image-editing tools and machine-learning and artificial intelligence models, and to retain your content as reference material for those purposes.

• You can opt out. Switch off “Help improve Brakket's editing and AI tools” in your dashboard at any time. From then on we will not use your content for these purposes.
• Opting out, or closing your account, does not undo use that has already happened. Models already trained will not be retrained or deleted, and this licence continues for content used before you opted out or closed your account.

Under this licence we will not:

• sell your content or license it to third parties as stock media;
• show your content publicly, for example in our marketing, without asking you first; or
• use it to identify, profile or contact the people who live at, own or appear in a property.

Your promises about your content. You confirm that you own your content or have all the rights and permissions needed to upload it and to grant the licences above. This includes any permission or consent you need from your own clients, from property owners and occupants, and from people who appear in it, and any notice you are required to give them under privacy law. You also confirm that your content, and our use of it under these terms, does not break any law or anyone else's rights. Where you have waived or can waive moral rights in your content for the purposes above, you do so.

6. Your clients' information

When your clients book or receive media through the Service, you decide what information is collected about them and why, and Brakket handles it on your behalf as your service provider. You are responsible for having a lawful basis to collect and use that information, for your own privacy notice, and for following the privacy and anti-spam laws that apply to you. Our Privacy policy explains how we handle it.

7. Messages sent in your name

The Service sends booking, scheduling, delivery and payment messages to your clients on your behalf. These are sent only in connection with a booking the client made. You must not use the Service to send promotional messages unless you have the consent Canada's anti-spam legislation (CASL) requires and include the identification and unsubscribe details it calls for.

8. Acceptable use

You agree not to:

• upload content that is unlawful, infringing, defamatory, deceptive or harmful, or that you do not have the right to share;
• upload malware or anything designed to disrupt the Service;
• attempt to break, overload, probe, scrape or reverse engineer the Service, or get around its limits;
• use the Service to mislead your clients or to send spam;
• use the Service to build a competing product; or
• resell or sublicense the Service without our written agreement.

We may remove content or suspend accounts that break these rules, with notice where that is reasonable.

9. Our service and intellectual property

The Service, including its software, design and the Brakket name and logo, belongs to Brakket and its licensors. We grant you a limited, non-exclusive, non-transferable right to use it for your business while your account is in good standing. If you send us feedback or suggestions, we may use them without owing you anything.

We work to keep the Service available, but we do not promise it will be uninterrupted, and we may change or remove features. Features described as “coming soon” are plans, not promises. Results from any automated or AI editing tools may contain errors; review them before you deliver.

10. Third-party services

The Service relies on other companies, such as payment processors, hosting, storage and email providers. Your use of Stripe or Square is governed by your own agreement with them. We are not responsible for their services.

11. Ending the agreement

• You may close your account at any time by contacting us or through your settings where available.
• We may suspend or close your account if you seriously or repeatedly break these terms, do not pay, put the Service or others at risk, or if we are required to by law. Where we reasonably can, we will warn you first and give you a chance to fix the problem.
• After closure we may delete your content from the live Service after 30 days. Download anything you need first. You are responsible for keeping your own copies of your media.
• Sections that by their nature should continue, including sections 5, 12, 13 and 15, continue after the agreement ends.

12. Disclaimers and limits on liability

The Service is provided “as is” and “as available”. To the fullest extent the law allows, we disclaim all warranties and conditions, whether express, implied or statutory, including merchantable quality, fitness for a particular purpose and non-infringement.

To the fullest extent the law allows, Brakket and its owners, employees and suppliers are not liable for indirect, incidental, special or consequential losses, or for lost profits, lost revenue, lost business or lost data, even if we were told they were possible. Our total liability for all claims relating to the Service is limited to the fees you paid us in the 12 months before the event that gave rise to the claim.

Nothing in these terms limits or excludes liability that cannot be limited or excluded by law, including liability for our own intentional or gross fault, or rights you may have under consumer protection law that cannot be waived.

13. Indemnity

You agree to defend and cover Brakket against third-party claims, losses and reasonable costs (including legal fees) arising from your content, your use of the Service, your dealings with your clients, or your breach of these terms or of the law, including claims that your content infringes someone's rights or was collected or shared without a required consent.

14. Changes to these terms

We may update these terms. If a change is significant we will tell you by email or in the dashboard at least 30 days before it takes effect, and you may close your account if you do not agree. Continuing to use the Service after that date means you accept the updated terms. We keep a record of the version you accepted.

15. Governing law and disputes

These terms are governed by the laws of [Province or state, and country] and the federal laws of Canada that apply there, without regard to conflict-of-law rules. The courts of that province have exclusive jurisdiction over any dispute, except where the law of the place you live gives you the right to bring a claim there.

Before starting formal proceedings, each of us agrees to tell the other about the dispute in writing and to try in good faith to resolve it for 30 days.

16. General

• Whole agreement. These terms and the policies they refer to are the entire agreement between us about the Service.
• Severability. If a court finds part of these terms unenforceable, the rest still applies.
• No waiver. If we do not enforce a term, that does not mean we have given it up.
• Assignment. You may not transfer this agreement without our consent. We may transfer it as part of a sale or reorganisation of our business.
• Events outside our control. We are not liable for delays or failures caused by events we cannot reasonably control.
• Language. The parties have expressly requested that this agreement and related documents be drawn up in English. Les parties ont expressément demandé que la présente convention et les documents qui s'y rattachent soient rédigés en anglais.

Questions about these terms: [legal email].