Service Terms & Conditions

Brite Service Terms & Conditions

These Brite Service Terms & Conditions (“Terms”) govern Customer’s access to and use of the Brite learning management platform, related technology services, and access to educational content made available through the Services.

These Terms, together with the applicable Service Order and the Brite Privacy Policy, form a binding agreement between Brite, Inc. (“Brite,” “we,” “us,” or “our”) and the individual or legal entity identified as the customer in the applicable Service Order (“Customer,” “you,” or “your”).

By signing a Service Order, checking a box indicating acceptance, creating or using a Brite account, or otherwise accessing the Services, you agree to these Terms on behalf of yourself or the organization you represent.

If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization.

About These Terms

These Terms are intended to explain the rights and responsibilities of Brite and its customers in clear, understandable language.

The Customer-specific details of your subscription—including pricing, billing, and the Effective Date—are contained in your Service Order.

1. Definitions

1.1 Account

“Account” means any account used to access the Services, including administrator, staff, instructor, test-student, parent, and student accounts.

1.2 Agreement

“Agreement” means these Terms, the applicable Service Order, the Brite Privacy Policy, and any other document expressly incorporated into the Service Order.

1.3 Customer Content

“Customer Content” means curriculum, documents, videos, images, student work, communications, files, information, records, and other content submitted, uploaded, created, stored, or managed by Customer or its authorized users through the Services.

1.4 Content Provider

“Content Provider” means an independent third party that licenses educational content, curriculum, assessments, instructional materials, or other learning resources for delivery through the Services pursuant to an agreement with Brite.

1.5 Customer Data

“Customer Data” means information submitted to or collected through Customer’s use of the Services, including Customer Content and records relating to Customer’s students, parents, customers, instructors, classes, enrollments, progress, and platform activity.

Customer Data does not include aggregated or de-identified usage data that cannot reasonably be used to identify Customer or an individual.

1.6 Customer Staff

“Customer Staff” means Customer’s employees, contractors, instructors, administrators, and other personnel authorized by Customer to use the Services.

1.7 Effective Date

“Effective Date” means the subscription commencement date identified in the applicable Service Order.

1.8 Fees

“Fees” means the one-time, recurring, usage-based, curriculum-licensing, or other charges identified in the applicable Service Order.

1.9 Service Order

“Service Order” means an order form, subscription agreement, online checkout page, electronic order, or similar document accepted by Customer that identifies the Services being purchased, applicable Fees, Effective Date, billing arrangements, and any Customer-specific commercial terms.

1.10 Services

“Services” means the Brite learning management platform, hosted software, customer support, APIs, platform functionality, and access to educational content made available through the platform pursuant to Customer subscriptions, licenses, or other agreements.

1.11 Subscription Period

“Subscription Period” means the period during which Customer is authorized to use the Services, as stated in the applicable Service Order.

2. Service Orders and Subscription

2.1 Service Order

Customer’s subscription will be described in a Service Order. Each Service Order incorporates these Terms by reference.

The Service Order should identify, as applicable:

• Customer’s legal or business name;
• the Effective Date;
• the Brite subdomain or account;
• the Services included;
• subscription pricing;
• curriculum-licensing charges;
• billing schedule;
• subscription period; and
• any Customer-specific commercial terms.

2.2 Conflicts Between Documents

If a Service Order conflicts with these Terms, the Service Order will control only with respect to Customer-specific commercial terms expressly addressed in the Service Order, including pricing, billing, subscription commencement, and specifically negotiated terms.

These Terms will control in all other respects.

2.3 Subscription Term

Unless the Service Order expressly provides for a different commitment, Customer’s subscription will begin on the Effective Date and continue on a month-to-month basis until terminated in accordance with Section 13.

2.4 Account Minimums

Unless otherwise stated in the Service Order, the minimum monthly subscription is ten (10) active student licenses. Customer will be billed for a minimum of ten (10) active student licenses each billing period regardless of actual usage. Additional active student licenses above the minimum will be billed in accordance with the Service Order.

2.5 Changes to Subscription

Customer may request changes to the number or type of Accounts, curriculum providers, or Services included in its subscription.

Additional Services or licenses may result in additional Fees. Reductions will take effect in accordance with the applicable billing cycle and any terms stated in the Service Order.

3. Use of the Services

3.1 License

Subject to the Agreement and Customer’s payment of all applicable Fees, Brite grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Period for Customer’s internal business and educational operations. The Services may include educational content owned by Brite, licensed from independent Content Providers, or uploaded by Customer.

Customer may authorize Customer Staff, students, and other permitted users to access the Services as reasonably necessary for Customer’s educational programs.

3.2 Customer Responsibility for Accounts

Customer is responsible for:

• activities conducted through its Accounts;
• determining which individuals may access its Accounts;
• maintaining the confidentiality of usernames and passwords;
• ensuring that Accounts are not improperly shared;
• promptly disabling Accounts that are no longer authorized;
• maintaining accurate Account and billing information; and
• complying with laws applicable to Customer’s use of the Services.

Customer must promptly notify Brite if it becomes aware of unauthorized access to an Account or any other security incident involving the Services.

3.3 Student Account Management

Customer is responsible for activating and deactivating student Accounts and for ensuring that its active-student records are accurate.

Unless the Service Order states otherwise, applicable Fees may be calculated based on students identified as active within the platform during the relevant billing period.

Customer remains responsible for charges associated with student Accounts that Customer has not timely deactivated.

4. Acceptable Use

Customer and its authorized users must not:

• use the Services for an unlawful, fraudulent, harmful, abusive, or deceptive purpose;
• upload content that violates applicable law or another person’s rights;
• upload malicious code, malware, viruses, or harmful software;
• attempt to gain unauthorized access to the Services or another customer’s information;
• interfere with the availability, security, integrity, or performance of the Services;
• reverse engineer, decompile, disassemble, or attempt to discover the source code of the Services, except where such restrictions are prohibited by law;
• scrape, mine, or systematically extract data from the Services except through functionality authorized by Brite;
• copy, sell, sublicense, distribute, or commercially exploit the Services except as expressly permitted by the Agreement;
• remove or alter proprietary notices appearing within the Services;
• share curriculum or platform access with unauthorized individuals;
• permit multiple unrelated students to use a single individual Student Account;
• use Brite-provided curriculum outside the scope of the curriculum license purchased by Customer; or
• use the Services in a manner that creates an unreasonable security risk or material burden on Brite’s systems.

Brite may suspend access reasonably necessary to prevent unlawful activity, address a material security risk, protect the Services or other customers, or respond to a material violation of this Section.

When reasonably practical, Brite will notify Customer of a suspension and provide an opportunity to resolve the issue.

5. Children, Students, and Privacy Compliance

5.1 Educational Use

The Services may be used by educational businesses and organizations that serve children and teenagers.

Customer is responsible for determining whether it has the legal right and appropriate authority to create Accounts for students and to submit student information to the Services.

5.2 Required Notices and Consents

Customer is responsible for providing notices and obtaining parental, guardian, student, school, or other permissions required for Customer’s collection and use of personal information through the Services.

Customer will not direct Brite to collect, use, or disclose personal information in a manner that violates applicable law.

5.3 Each Party’s Compliance

Each party will comply with privacy and children’s-data laws applicable to its own activities under the Agreement.

Brite will process personal information in accordance with the Brite Privacy Policy and any additional written data-processing terms agreed between the parties.

5.4 Student Communications and Content

Customer is responsible for supervising its students’ use of the Services and for establishing appropriate rules regarding student communications, public projects, profile information, and uploaded content.

6. Customer Data and Educational Content

6.1 Customer Ownership

As between Brite and Customer, Customer retains all ownership rights it has in Customer Data and Customer Content.

Brite does not acquire ownership of Customer’s customer lists, student records, uploaded curriculum, or other Customer Content merely because that information is stored or processed through the Services.

6.2 Permission to Provide the Services

Customer grants Brite and its service providers a limited, non-exclusive, worldwide right to host, copy, transmit, process, display, modify, and otherwise use Customer Data only as reasonably necessary to:

• provide and maintain the Services;
• fulfill Brite’s obligations under the Agreement;
• protect the security and integrity of the Services;
• provide support requested by Customer;
• comply with applicable law; and
• exercise other rights expressly permitted by the Agreement or Privacy Policy.

This permission ends when the Customer Data is deleted from Brite’s active systems, subject to reasonable backup, legal-retention, and security requirements.

6.3 Customer Responsibility for Content

Customer represents that it has all rights and permissions necessary to submit Customer Data and Customer Content to Brite and to authorize Brite to process that information as described in the Agreement.

Customer is responsible for ensuring that it possesses all necessary licenses, permissions, and rights to upload or distribute Customer Content through the Services.

6.4 Aggregated and De-identified Data

Brite may create and use aggregated or de-identified information derived from use of the Services for analytics, security, service improvement, operational planning, and business reporting.

Brite will not identify Customer, a student, or another individual in such information unless authorized by Customer or permitted by law.

6.5 Customer Curriculum

Customer retains ownership of curriculum and instructional materials created or owned by Customer and uploaded to the Services.

Customer may use Customer-owned curriculum within the platform subject to the Fees and hosting terms stated in the Service Order.

6.6 Licensed Educational Content

Educational content available through the Services may be owned by Brite or licensed from one or more independent Content Providers.

Educational content available through the Services may be owned by Brite or licensed from one or more independent Content Providers. Ownership of such educational content remains with the applicable owner.

Customer receives only the limited license expressly granted under the applicable Service Order to access and use licensed educational content during the Subscription Period.

Customer receives only the limited license granted under the applicable Service Order. Customer may not reproduce, distribute, sublicense, publish, publicly display, modify, or otherwise exploit licensed educational content except as expressly authorized by Brite or the applicable Content Provider.

6.7 Educational Content

Educational content made available through the Services may:

• be owned by Brite;
• be licensed from independent Content Providers;
• be uploaded by Customers.

Ownership remains with the applicable owner.

Nothing in this Agreement transfers ownership of educational content unless expressly stated in writing.

7. Data Export, Retention, and Deletion

7.1 Standard Data Export

During the subscription, Customer may use available platform tools to access and export Customer Data.

Following termination, Customer may submit a written request for a standard export of Customer Data within 30 days after the effective termination date.

7.2 Export Format

Brite will provide reasonably available Customer Data in one or more commercially reasonable electronic formats, which may include CSV files, spreadsheets, downloadable files, or other formats supported by Brite’s systems.

The exact information and format available may vary according to the nature of the Customer Data and the platform functionality in use.

A standard export does not include:

• Brite source code or software;
• Brite’s proprietary system architecture;
• licensed curriculum owned by Brite or a third party;
• confidential security information;
• internal system logs not ordinarily made available to customers;
• data belonging to another customer; or
• information Brite is prohibited from disclosing.

7.3 Export Fees

Brite will not charge an additional fee for a standard export that can be produced using Brite’s ordinary tools and processes.

Brite may charge a reasonable professional-services fee for customized exports, data transformation, migration assistance, restoration from archival backups, or other work outside the standard export process. Brite will disclose any such fee before performing the additional work.

7.4 Customer Responsibility to Request Export

Customer is responsible for requesting and downloading any desired Customer Data before the applicable export period expires.

7.5 Deletion

After the 30-day export period, Brite may delete or anonymize Customer Data from active systems, except where retention is required by law, reasonably necessary for security or dispute-resolution purposes, or maintained temporarily in routine backup systems.

Information stored in backups will be deleted or overwritten according to Brite’s ordinary backup-retention cycle.

8. Service Availability, Maintenance, and Support

8.1 Availability Commitment

Brite will use commercially reasonable efforts to make the Services available and operational.

Customer acknowledges that no online service can be guaranteed to operate without interruption, delay, degradation, or error.

8.2 Maintenance

Brite may perform scheduled and emergency maintenance.

When reasonably practical, scheduled maintenance that is expected to materially affect availability will be performed outside normal business hours and communicated to affected customers in advance.

Emergency maintenance may be performed without advance notice when reasonably necessary to protect security, data, users, or platform stability.

8.3 Exclusions

Service unavailability caused by the following will not constitute a breach of the Agreement:

• planned maintenance;
• emergency maintenance;
• internet, telecommunications, or utility failures outside Brite’s reasonable control;
• failures of Customer’s hardware, software, network, or third-party systems;
• Customer misuse or unauthorized modifications;
• suspension permitted under the Agreement;
• third-party hosting or infrastructure incidents outside Brite’s reasonable control;
• force majeure events; or
• beta, preview, trial, or experimental features.

8.4 Support

Standard email support is included with the subscription unless the Service Order states otherwise.

Support requests may be submitted to:

support@gobrite.io

Brite will use commercially reasonable efforts to acknowledge and address support requests based on their severity, impact, complexity, and order of receipt.

Any response or resolution time communicated by Brite is a target rather than a guarantee unless a separate written commitment is included in the Service Order.

8.5 Backups and Business Continuity

Brite will maintain commercially reasonable backup and recovery procedures appropriate for the Services.

Backups are maintained primarily for Brite’s business-continuity and disaster-recovery purposes and are not a substitute for Customer maintaining copies of critical Customer Content when appropriate.

Brite does not guarantee that every individual item of Customer Data can be restored from backup.

9. Changes to the Services

Brite may update, improve, modify, replace, or discontinue features of the Services as the platform evolves.

Brite will not intentionally make a material reduction to the overall core functionality purchased by Customer without providing reasonable advance notice when practical.

If Brite permanently discontinues a material core function and does not provide a reasonably comparable replacement, Customer may terminate the affected Service by written notice before the change takes effect or within 30 days after receiving notice.

Customer’s obligation to pay future Fees for the discontinued Service will end on the effective termination date.

10. Fees and Billing

10.1 Fees

Customer will pay all Fees identified in the Service Order.

Fees may include:

• platform subscription charges;
• active-student charges;
• curriculum-provider licensing charges;
• Customer-owned curriculum hosting charges;
• custom-development charges;
• professional-services charges; and
• other charges expressly accepted by Customer.

10.2 Active Students and Curriculum Providers

Unless the Service Order states otherwise, usage-based subscription charges will be calculated based on Customer’s active students and the curriculum providers assigned or made available to those students during the billing period.

A student may incur more than one curriculum-provider charge when the student has access to curriculum from more than one provider.

Customer is responsible for promptly deactivating students and removing curriculum access that is no longer required.

10.3 Invoicing and Automatic Payment

Customer will be invoiced and charged according to the payment schedule stated in the Service Order.

By providing a payment method, Customer authorizes Brite and its payment processor to charge that payment method for Fees due under the Agreement.

Customer must maintain a valid and current payment method throughout the subscription.

10.4 Taxes and Transaction Costs

Fees are exclusive of applicable sales, use, goods and services, value-added, withholding, and similar taxes unless expressly stated otherwise.

Customer is responsible for applicable taxes and bank, currency-conversion, card-processing, international-payment, or regulatory charges imposed in connection with Customer’s payment, excluding taxes based on Brite’s net income.

10.5 Payment Disputes

Customer must notify Brite in writing of a good-faith billing dispute within 30 days after the applicable invoice date and provide reasonable details supporting the dispute.

The parties will work in good faith to resolve the disputed amount. Customer must timely pay all undisputed amounts.

10.6 Late Payments

Amounts not paid when due may accrue interest at the lesser of:

• 1.5% per month; or
• the maximum rate permitted by law.

Customer will reimburse Brite for reasonable costs incurred in collecting undisputed overdue amounts.

Brite may suspend Services for materially overdue payments after providing reasonable written notice and an opportunity to cure.

10.7 Fee Changes

Brite may change recurring subscription Fees by providing at least thirty (30) days’ prior written notice. Any fee changes will apply only to future billing periods. For a month-to-month subscription, Customer may terminate the affected Service before the new pricing takes effect. For a fixed-term subscription, any price increase will ordinarily take effect upon renewal unless the Service Order provides otherwise.

10.8 Refunds

Except where required by law or expressly stated in the Service Order, Fees paid are non-refundable.

Termination does not eliminate Customer’s obligation to pay Fees incurred through the effective termination date.

11. Intellectual Property and Feedback

11.1 Brite Ownership

Brite and its licensors retain all rights, title, and interest in and to:

• the Brite platform;
• software, source code, interfaces, designs, and technology;
• Brite-created documentation and training materials;
• educational content owned by Brite;
• trademarks, logos, and branding;
• system configurations and methods; and
• improvements and derivative works relating to the foregoing.

No ownership rights in the Services are transferred to Customer.

11.2 Feedback

Customer may provide suggestions, ideas, comments, and other feedback concerning the Services.

Brite may use feedback without restriction or compensation, provided that Brite does not publicly identify Customer as the source without permission.

12. Confidentiality and Security

12.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential based on its nature and the circumstances of disclosure.

Customer Data and non-public student information are Customer’s Confidential Information. Non-public software, security, pricing, product, and technical information are Brite’s Confidential Information.

12.2 Protection and Use

Each party will:

• use the other party’s Confidential Information only to perform or exercise rights under the Agreement;
• protect it using reasonable care; and
• disclose it only to personnel, contractors, and service providers who need access and are subject to appropriate confidentiality obligations.

12.3 Exceptions

Confidential Information does not include information that the receiving party can demonstrate:

• was already lawfully known without confidentiality restrictions;
• becomes public through no breach of the Agreement;
• is received lawfully from a third party without confidentiality restrictions; or
• is independently developed without use of the disclosing party’s Confidential Information.

12.4 Legally Required Disclosure

A party may disclose Confidential Information when required by law, court order, or valid governmental request.

When legally permitted, the receiving party will provide reasonable advance notice and cooperation so the disclosing party may seek protective treatment.

12.5 Security Measures

Brite will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, and disclosure.

Customer acknowledges that no security system is impenetrable and that Brite cannot guarantee absolute security.

13. Term and Termination

13.1 Month-to-Month Subscriptions

Unless the Service Order states otherwise, either party may terminate a month-to-month subscription for convenience by providing at least 30 days’ written notice.

Fees will continue to accrue through the effective termination date.

13.2 Fixed-Term Subscriptions

If the Service Order establishes a fixed Subscription Period, the subscription will continue through the end of that period unless terminated earlier under the Agreement.

Unless the Service Order provides otherwise, either party may prevent renewal by providing at least 30 days’ written notice before the end of the then-current Subscription Period.

13.3 Termination for Material Breach

Either party may terminate the Agreement if the other party materially breaches the Agreement and does not cure the breach within 10 days after receiving written notice describing the breach.

If the breach cannot reasonably be cured within 10 days, the breaching party will not be considered in default if it begins corrective action within that period and diligently completes the cure within a reasonable time.

13.4 Immediate Termination or Suspension

Brite may immediately suspend or terminate access where reasonably necessary because:

• Customer’s use is unlawful;
• Customer’s use creates a material security or safety risk;
• Customer intentionally infringes Brite’s or a third party’s intellectual property;
• Customer engages in fraud or malicious activity;
• continued service would violate law or a governmental order; or
• Customer has materially overdue undisputed Fees and has failed to cure after notice.

Brite will limit a suspension to the extent and duration reasonably necessary under the circumstances.

13.5 Insolvency

Either party may terminate the Agreement if the other party:

• ceases business operations;
• becomes insolvent;
• makes an assignment for the benefit of creditors;
• becomes subject to bankruptcy, liquidation, or similar proceedings that are not dismissed within 60 days; or
• has a receiver appointed over a material portion of its assets.

13.6 Effect of Termination

When the Agreement terminates:

• Customer’s right to access and use the Services ends on the effective termination date;
• Customer must discontinue access to and use of all licensed educational content made available through the Services except to the extent otherwise authorized in writing by Brite or the applicable Content Provider.
• all outstanding Fees for Services provided through the termination date become due;
• each party will return or destroy the other party’s Confidential Information when reasonably requested, subject to legal and archival requirements; and
• Customer may request an export of Customer Data as described in Section 7.

13.7 Survival

Provisions that by their nature should continue after termination will survive, including provisions concerning ownership, confidentiality, accrued payment obligations, disclaimers, indemnification, limitations of liability, data export, governing law, and dispute resolution.

14. Warranties and Disclaimers

14.1 Mutual Authority

Each party represents that:

• it has the authority to enter into the Agreement; and
• entering into and performing the Agreement does not knowingly violate another binding obligation applicable to it.

14.2 Brite Service Commitment

Brite warrants that it will provide the Services in a professional and commercially reasonable manner.

Customer’s exclusive remedy for a breach of this warranty is for Brite to use commercially reasonable efforts to correct the affected Services. If Brite cannot materially correct the issue within a reasonable period, Customer may terminate the affected Service.

14.3 Disclaimer

Except for express warranties stated in the Agreement and to the maximum extent permitted by law, the Services are provided “as is” and “as available.”

Brite disclaims implied warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Brite does not warrant that:

• the Services will be uninterrupted or error-free;
• every defect will be corrected;
• the Services will meet every Customer requirement;
• third-party services or content will remain available; or
• Customer Data can always be recovered in every circumstance.

Nothing in the Agreement excludes a warranty, guarantee, condition, right, or remedy that cannot lawfully be excluded.

15. Limitation of Liability

15.1 Excluded Damages

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profits, revenue, goodwill, anticipated savings, business opportunity, or data, arising out of the Agreement.

This exclusion applies regardless of the legal theory asserted and even if the party was advised that the damages were possible.

15.2 Liability Cap

To the maximum extent permitted by law, each party’s aggregate liability arising out of or relating to the Agreement will not exceed the Fees paid or payable by Customer to Brite during the 12 months immediately preceding the event giving rise to the claim.

15.3 Exceptions

The limitations in this Section will not apply to the extent liability results from:

• a party’s fraud or willful misconduct;
• Customer’s unauthorized use or distribution of Brite intellectual property or licensed educational content;
• Customer’s unpaid Fees;
• obligations that cannot legally be limited; or
• any other liability expressly excluded from limitation under applicable law.

16. Indemnification

16.1 Customer Indemnification

To the extent permitted by law, Customer will defend, indemnify, and hold harmless Brite and its officers, directors, employees, and affiliates from third-party claims, damages, liabilities, and reasonable legal expenses arising from:

• Customer Content;
• Customer’s violation of applicable law;
• Customer’s infringement of a third party’s rights;
• Customer’s unauthorized use of the Services or licensed educational content;
• Customer’s gross negligence or willful misconduct.

16.2 Process

Brite will:

• promptly notify Customer of the claim;
• provide reasonable cooperation at Customer’s expense; and
• permit Customer to control the defense and settlement.

Customer may not settle a claim in a manner that admits wrongdoing by Brite, imposes liability or obligations on Brite, or restricts Brite’s operations without Brite’s prior written consent.

17. Third-Party Services

The Services may interoperate with or contain links to third-party products, payment processors, hosting providers, content providers, integrations, or websites.

Third-party services may be governed by separate terms and privacy practices.

Brite is not responsible for third-party services outside Brite’s reasonable control, but Brite remains responsible for its own obligations under the Agreement.

18. Third-Party Artificial Intelligence Services

Certain educational content delivered through the Services may incorporate independent third-party artificial intelligence services.

Those services are governed by their own Terms, Privacy Policies and eligibility requirements.

Customer determines whether such services are appropriate.

Customer is responsible for complying with applicable provider requirements.

Brite does not control or assume responsibility for the operation or policies of third-party AI providers.

19. Beta and Preview Features

Brite may offer beta, pilot, preview, experimental, or early-access features.

Unless otherwise agreed in writing, such features:

• may be changed or discontinued at any time;
• may contain errors or incomplete functionality;
• are provided for testing and evaluation; and
• are not subject to any specific availability or support commitment.

Customer is not required to use optional beta or preview features.

20. Changes to These Terms

Brite may update these Terms from time to time.

For changes that materially reduce Customer’s contractual rights or materially increase Customer’s obligations, Brite will provide at least 30 days’ advance notice by email, account notification, or another reasonable method.

Material changes will take effect on the date stated in the notice. Customer may terminate a month-to-month subscription before a material change takes effect.

Non-material changes, such as clarifications, formatting updates, corrections, or changes required by law, may take effect when posted.

The “Last Updated” date at the top of this page identifies the most recent revision.

21. Force Majeure

Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, fire, flood, war, terrorism, civil unrest, labor disputes, epidemics, governmental action, utility failures, internet outages, cyberattacks, or failures of third-party infrastructure.

This Section does not excuse Customer’s obligation to pay Fees that became due before the force majeure event.

22. Governing Law and Disputes

The Agreement is governed by the laws of the State of Arizona, without regard to conflict-of-laws principles.

Subject to any rights or remedies that cannot lawfully be waived, the state and federal courts located in Maricopa County, Arizona USA will have exclusive jurisdiction over disputes arising from the Agreement, and each party consents to those courts’ jurisdiction.

Before filing a legal proceeding, the parties will attempt in good faith to resolve the dispute through direct discussions between authorized representatives.

23. Notices

Formal notices under the Agreement must be in writing.

Notices to Brite may be sent to:

Brite, Inc.

Email: support@gobrite.io

Mailing Address: 4400 N Scottsdale Rd, Ste 9302, Scottsdale, AZ 85251

Notices to Customer may be sent to the email or physical address identified in the Service Order or Customer’s Account.

An email notice is considered received when delivery is confirmed or, if no delivery failure notice is received, on the next business day after sending.

24. General Provisions

24.1 Assignment

Customer may not assign the Agreement without Brite’s prior written consent, which will not be unreasonably withheld in connection with a bona fide sale of substantially all of Customer’s business or assets.

Brite may assign the Agreement in connection with a merger, reorganization, financing, sale of assets, or transfer of the Services, provided that the assignee agrees to perform Brite’s obligations.

24.2 Independent Contractors

The parties are independent contractors. The Agreement does not create a partnership, joint venture, franchise, fiduciary, agency, employment, or exclusive relationship.

24.3 No Third-Party Beneficiaries

Except as expressly stated, the Agreement does not create rights enforceable by anyone other than Brite and Customer.

24.4 Waiver

A failure or delay in enforcing a provision of the Agreement does not waive the right to enforce it later.

A waiver must be in writing and applies only to the specific circumstance for which it was given.

24.5 Severability

If a provision of the Agreement is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable. If it cannot be modified, it will be severed, and the remaining provisions will remain effective.

24.6 Headings

Headings are provided for convenience and do not affect interpretation.

24.7 Electronic Acceptance

The parties agree that electronic signatures, checkbox acceptance, and electronic records may be used to enter into and evidence the Agreement.

24.8 Entire Agreement

The Agreement constitutes the complete agreement between Brite and Customer concerning the Services and replaces prior or contemporaneous discussions, proposals, representations, and agreements concerning the same subject matter.

Any Customer purchase-order terms or other Customer-provided terms will not modify the Agreement unless expressly accepted in writing by an authorized representative of Brite.

25. Contact Information

Questions concerning these Terms or the Services may be directed to:

Brite, Inc.

Email: support@gobrite.io

Website: https://gobrite.io

Mailing Address: 4400 N Scottsdale Rd, Ste 9302, Scottsdale, AZ 85251