BBright™

Vroomen.White.Design maintains this website as a gratuitous service to other bike manufacturers and technology developers and to allow for the free use of the BBright system. The BBright system is a bicycle bottom bracket dimensional standard, including specific dimensions and tolerances which define the interface between crank and bearings, and the interface between bearings and frame, by which certain technical performance improvements to both crank and frame components, and therefore the resulting benefits to the component maker(s) and to the rider, are achieved. By using the website and downloading the information provided herein, you are agreeing to comply with and be bound by the following terms of use (the “Terms of Use Agreement”) which terms contain the license to use the BBright system upon approval. Please review the following terms carefully prior to clicking on the “Continue” button at the end of these Terms of Use. By completing the form and clicking on the “Submit” button below, you agree to be bound by and are made a party to the Terms of Use. If you do not agree to the Terms of Use, please immediately cease accessing this website.

IN CONSIDERATION of the mutual promises and covenants contained in this Terms of Use Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you agree to the following terms:

Acceptance of Agreement by You
You agree to the terms and conditions outlined in this Terms of Use Agreement with respect to the Vroomen.White.Design website (the “Company Website”) and the intellectual property contained herein. In this Terms of Use Agreement, the “intellectual property” includes all technical information, procedures, methods, practices, developments, techniques, information, bulls of parts, diagrams, drawings, specifications, blue prints, lists of materials, production manuals, copyrights, trademarks, and patents, relating to the design, manufacture, production, inspection and testing of the BBright system. This Terms of Use Agreement constitutes the entire and only agreement between the Company and the user of the Company Website and the intellectual property contained herein (“User”) and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Company Website, the content, goods and services provided by or through the Company Website, and the subject-matter of this Agreement. Users agree to review this Terms Agreement may be amended by us from time to time without specific advance notice to you. The latest Terms of Use Agreement will be posted on the Company Website, and you should review the Terms of Use Agreement prior to using the site.
Ownership of Technology
All of the intellectual property contained in this Company Website and the BBright System is exclusively licensed or owned by the Company. You acquire no ownership or title in the intellectual property or the contents of this Company Website and waive all moral claims to copyright with respect to the intellectual property or contents of this Company Website.
License to Use
1. 3.1 You shall not use the BBright system without first providing the information requested below and receipt of approval from the Company. If you click on the “Submit” button below and receive written notification of approval by the Company (in its sole and absolute discretion) you may, in accordance with the restrictions and requirements set out below:
  1. Download the intellectual property on the Company Website for the purpose of manufacturing, distributing, using and selling the BBright intellectual property.
  2. NOT transfer, copy, or otherwise distribute or make available the intellectual property contained in the specifications or manual for the BBright system without the prior written consent of the Company; and
  3. Use the trade mark “BBright”.
2. As part of the requirements of the use of the intellectual property you shall:
  1. Manufacture, distribute, use and sell the BBright system within the specifications set out in the specifications manual (the “Manual”) and not modify the intellectual property and in particular you agree to manufacture or cause others to manufacture the Bbright system with the highest standards having regard to the nature of the BBright system and its intended use. You agree to undertake quality control of BBright system and in particular to ensure that the design, materials, production, safety, and inspection specifications are carried out as set out in the Manual;
  2. Only use the trade mark “BBright” when manufacturing, distributing, marketing, and selling the BBright system;
  3. Notify and disclose to the Company promptly any and all technical data, information, developments, improvements, related to the BBright system or intellectual property;
  4. NOT make any application for trade mark, patent, copyright, or industrial design in Canada, the United States of America or anywhere in the world in relation to the intellectual property and/or the BBright system;
  5. Notify the Company promptly of any threatened or actual infringement or applications to register in relation to the intellectual property rights related to the BBright system and to assist the Company reasonably in preventing such infringing actions; and
  6. Notify the Company promptly of any manufacturing defect caused by you (the User) and carry out any recall of the products produced containing a defective BBright system.
3. As part of the requirements of the use of the trade mark “BBright” you shall:
  1. Ensure that the manufacture, distribution and sale of the BBright system is in accordance with the specifications set out in the Manual and in particular ensure that the “BBright” trade mark, unmodified, is affixed to any BBright system;
  2. Cease the manufacture or marketing of any products containing the BBright system or trade mark that fail to comply with the specifications set out in the Manual;
  3. Use your best efforts to protect the trade mark “BBright” and preserve the value of the trademark “BBright”;
  4. Execute any documents reasonably requested by the Company to give effect to the registration of the “BBright” trade mark in any jurisdiction; and
  5. Notify the Company promptly of any infringements of the “BBright” trade mark of which you become aware, or of passing off, or applications to register trademarks which could conflict with the “BBright” trade mark and provide your reasonable assistance to prevent such infringements, passing off, and applications to register such trademarks.
4. Termination
  1. These Terms of Use Agreement are deemed terminated upon the occurrence of (a) your breach of any term contained herein; (b) your application or assignment into bankruptcy; (c) a receiver or manager being appointed in respect of your affairs; (d) your failure to notify the Company of any breach of the intellectual property, once it is within your knowledge; (e) your making any disparaging or derogatory comments about the Company or the BBright system.
  2. Effect of termination. Upon termination of these Terms of Use, you shall cease to use the BBright system and BBright trademarks. The Company shall allow you to fulfill any orders already placed prior to termination but thereafter you may not use and the license to use the BBright system is terminated.
5. DISCLAIMER OF LIABILITY
  THE INFORMATION, INTELLECTUAL PROPERTY, BBRIGHT SYSTEM AND AGREEMENTS OBTAINED FROM OR THROUGH THE COMPANY WEBSITE ARE PROVIDED "AS IS", "AS AVAILABLE" AND ALL WARRANTIES, GUARANTEES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELELCTUAL PROPERTY RIGHTS OR ANY OTHER RIGHTS VIOLATIONS). THE INFORMATION, INTELLECTUAL PROPERTY, BBRIGHT SYSTEM AND AGREEMENTS MAY CONTAIN ERRORS, PROBLEMS, DEFECTS, OR OTHER LIMITATIONS. COMPANY AND ITS AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR A USER'S USE OF ANY THE INFORMATION, INTELLECTUAL PROPERTY, BBRIGHT SYSTEM AND AGREEMENTS. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, THE COMPANY ITS AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU. THIS WEBSITE AND THE INFORMATION, INTELLECTUAL PROPERTY, BBRIGHT SYSTEM AND AGREEMENTS AND DOCUMENTS WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. YOU AGREE TO HOLD THE COMPANY HARMLESS AND DEFEND AND INDEMNIFY AGAINST ALL OF THE ABOVE, PROVIDED HOWEVER YOU SHALL NOT BE REQUIRED TO INDEMNIFY THE COMPANY IN THE CASE OF WILLFUL MISCONDUCT BY THE COMPANY.
6. Insurance
  You agree to maintain at a minimum two million (2,000,000) dollars of commercial, general liability and product liability insurance at all times that you are a party to this Terms of Use Agreement.
7. General Terms
  1. This Terms of Use Agreement is subject to acceptance and approval by the Company. The Company may refuse to provide the BBright system at any time, in its sole and absolute discretion.
  2. This Terms of Use Agreement shall be treated as though it were executed and performed in the Province of Ontario and shall be governed and construed in accordance with the laws of the Province of Ontario (without regard to conflict of law principles). All legal proceedings arising out of or in connection with this Terms of Use Agreement shall be brought solely in the City of Toronto, Province of Ontario and the parties irrevocably and expressly submits to the exclusive jurisdiction of the Superior Court of Justice in the said jurisdiction and consents to extra-territorial service of process.
  3. This Terms of Use Agreement constitutes the entire agreement between the parties with respect to the subject matter set out in this Terms of Use Agreement, and this document contains all of the representations, undertakings, and agreements of the parties.
  4. Should any part of this Terms of Use Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.
  5. Failure of the Company to enforce any provision of this Terms of Use Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.
  6. This Terms of Use Agreement shall be binding on and enure to the benefit of the successors and assigns of the parties.