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Service Terms & Conditions

SOFTWARE-AS-A-SERVICE AGREEMENT (STANDARD TERMS)

This Software-as-a-Service Agreement (Standard Terms) governs Customer’s acquisition and use of Brite’s Services. Capitalized terms have the definitions set forth below. By checking a box or taking a similar action in an online form that integrates this document to indicate your acceptance, Customer agrees to the terms of this Agreement.

I. Definitions

“Account” means any and all types of user accounts offered by Brite for the purposes of accessing the Services, including but without limitation the following three types of accounts: “Customer Accounts”, which are primary accounts for Customers, “Test Student Accounts”, which are secondary accounts attached to a Customer Account for the use of instructors associated with the Customer’s organization, where applicable, and “Student Accounts”, which are secondary accounts attached to a Customer Account for the use of Customer’s students.

 

“Agreement” means this Software-as-a-Service Agreement, including our Privacy Policy, located at https://gobrite.io/privacy-policy/, our Service Level Agreement, located at https://gobrite.io/sla/, and each Service Order that you execute under the terms of this Software-as-a-Service Agreement, as well as all other terms, policies and agreements referenced and incorporated herein.

“Brite” means Brite, Inc. Brite is sometimes referred to as “we,” “our,” or “us.”

 

“Customer” means, in the case of an individual accepting this Agreement on his or her own behalf, such individual; or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, which have entered into the Service Order. Customer is sometimes referred to as “you” or “your.”

 

“Customer Content” means any text, photos, videos, graphics, documents, folders, information, or other files, items, materials, data, or content that is created, uploaded, posted, submitted, provided, or stored on or through the Services by you.

 

“Effective Date” means the effective date indicated on a Service Order.

 

“Fees” means the amount payable by Customer to Brite for access to and use of the Services, as set forth on a Service Order.

 

“Service Order” means an online order entered into between Brite and Customer specifying the Services to be provided to Customer by Brite, the Subscription Period, and applicable Fees.

 

“Parties” means collectively, Brite and Customer.

 

“Party” means Brite or Customer, as applicable.

 

“Services” means the services that are ordered by Customer and provided by Brite under a Service Order.

 

“Subscription Period” means the period of time indicated on a Service Order during which Customer is authorized to access and use the Services specified on the Service Order.

 

II. Subscription to the Services

A. Service Order

  1. By clicking the “Accept” checkbox on the Service Order page, you are purchasing a subscription to certain online products and services offered by Brite (“Services”), as such Services are described in your order form (each a “Service Order”). Each Service Order incorporates this Agreement by reference, and is subject to the terms herein. To the extent that any conflict arises between the terms of this Software-As-A-Service Agreement and a Service Order, this Software-As-A-Service Agreement will control.
  2. By subscribing to our Services, you are agreeing to purchase a subscription containing a minimum of ten (10) user accounts (“Subscription Minimum”). If your subscription falls below the Subscription Minimum at any time during the term of this Agreement, we shall have the right to charge you the full amount of Fees (defined below) applicable to such Subscription Minimum, regardless as to whether you have ordered or are using that number of user accounts.
  3. Notwithstanding Section II.A.2 above, if you are a new subscriber who subscribes to our Services with an order containing fewer than ten (10) user accounts, you will have thirty (30) days from the date on which your subscription begins (“Trial Period”) to execute one or more additional Service Orders with us in order to meet the Subscription Minimum. Upon the expiration of the Trial Period, if you elect to continue your subscription to our Services and your subscription falls below the Subscription Minimum, you will be charged for the Subscription Minimum in accordance with Section II.A.2.

B. Terms of Service; Conflict

We reserve the right to upgrade, improve, modify, discontinue, or otherwise change the functionality, nature, scope, features and capabilities of the Services, in our sole and absolute discretion. Notwithstanding the preceding sentence, if we discontinue or materially reduce the core features or functionality of the Services to which you have subscribed, we will notify you and you may terminate your subscription to such Services in accordance with this Agreement.

III. Customer’s Responsibilities and Obligations

A. Your Use of the Services

You must have a user account on our Sites to access or use the Services. Currently, we offer three types of accounts: “Customer Accounts”, which are primary accounts for Customers, “Test Student Accounts”, which are secondary accounts attached to the Customer’s Customer Account for the use of instructors associated with the Customer’s organization, where applicable, and “Student Accounts”, which are secondary accounts attached to the Customer’s Customer Account for the use of Customer’s students. You may increase or decrease the types and quantity of Accounts associated with your subscription throughout the Subscription Period, provided that the quantity does not sink below the Subscription Minimum.

Your access to and use of any Account is subject to your compliance with all terms of the Agreement. Unless you have received our express permission, your Account is reserved for your use alone. In connection with the above, you are solely responsible for:

  1. All activities occurring under and within your Account (including any Account(s) created at your request and/or in connection with your subscription), and/or otherwise using your subscription to our Services;
  2. The confidentiality and security of the login and password credentials of your Account;
  3. Complying with all applicable local, state, federal and foreign laws, treaties and regulations while you are using the Services;
  4. Providing, installing, and maintaining, at your own expense, any and all equipment, facilities, and services necessary for you and your Customer Staff to access and use the Services; and
  5. All Customer Content.

B. Restrictions

In addition to the terms set forth above, you agree that you will not:

  1. Create, provide, or store any Customer Content through or to the Services that may create any liability, violate any applicable federal, state, regional, local, or foreign laws, regulations, rules, codes, judgments, and orders (“Applicable Laws”), or result in any harm or injury to Brite or any third party;
  2. Publish any material or content that is false, defamatory, untruthful, unlawful, violates any privacy rights of any third party, obscene, or otherwise promotes harassment, hatred, or harm;
  3. Make any statements (or cause or encourage others to make any statements), written or verbal, that defame or disparage us, our products, or the Services;
  4. License, sublicense, modify, copy, rent, loan, lease, sell, resell, assign, distribute, reverse engineer, grant a security interest in, transfer any right to, commercially use, create derivative works based on, or infringe or violate our proprietary rights in the Services, in whole or in part;
  5. Infringe on any intellectual property or proprietary rights of any third party;
  6. Use the Services to disseminate or store viruses, malware, adware, or any other harmful, corrupted, destructive, or malicious code, files, scripts, agents or programs, or software applications;
  7. Make the Services (including, without limitation, the content of any online class or course of study that Brite offers under this Agreement) available to any unauthorized third party, in whole or in part, without our prior written consent, including (without limitation) by framing or mirroring any content that forms any part of the Services and/or by sharing your Account password and login credentials with other unauthorized persons;
  8. Authorize or otherwise permit any Student Accounts created in connection with your Account and subscription to be accessed, used, and/or otherwise shared by multiple students;
  9. Authorize or otherwise permit any third parties other than instructors associated with your Account to access or use a Test Student Account created in connection with your Account and subscription;
  10. Remove or alter any trademarks, or other proprietary notices, legends, symbols, or labels appearing on any content accessed through the Services;
  11. Attempt to access any features or areas of the Services that you are not authorized to access;
  12. Use, or attempt to use, any content obtained through the Services for any commercial purpose other than teacher-led education, or share such content with any third party;
  13. Send spam or similar unsolicited messages to any individual or entity;
  14. Interfere with or disrupt the integrity, functionality, or performance of the Services or our servers, or networks;
  15. Reverse engineer, disassemble, or decompile all or any portion of, or attempt to discover or recreate the source code for the Services;
  16. Use any data mining, robots, or similar data gathering or extraction methods, or download (other than page caching) any part or any information contained in the Services except as expressly permitted herein;

We reserve the right, without obligation and at our sole discretion, to take remedial action if you violate any part of this Agreement. Remedial action may include, without limitation, suspending or terminating your access to the Account.

C. Use of the Services by Minors

Our Services are not intended for use by persons under 13 years of age, nor do we knowingly collect information from or about any such person. Persons under 13 years of age may not use the Services except under the direct supervision of a Customer operating in compliance with the terms set forth under this Section III.C. By entering into this Agreement, you affirm that:

  1. For purposes of this section, “Child” and “Personal Information” will each have the meaning set forth in 16 CFR 312.
  2. You will not collect or maintain Personal Information from any Child through our Services for any reason, except where such action is essential to your use of our Services and is in compliance with the terms set forth hereunder.
  3. Where you collect, use, and/or accept the disclosure of Personal Information from any Child in connection with your use of our Services, you will:
    • Provide prior notice to the parent of each Child compliant with the Children’s Online Personal Privacy Act of 1998 (“COPPA”) regarding the Personal Information that you will collect from their Child, how you will use such information, and your disclosure practices for such information;
    • Obtain verifiable consent from the parent of each affected Child with respect to such collection, use, and/or disclosure of Personal Information;
    • Be able to provide copies of each parent’s verifiable consent to us at any time; and
    • Monitor and restrict any use of your subscription by any Children who has enrolled in your class or is otherwise associated with the use of your subscription to our Services, ensuring that such Children do not post personal or other private information on any public webpages that you or they create or access as a result of your use of the Services.
  4. You will be solely responsible for ensuring that your use of our Services is in compliance with COPPA and any rules promulgated by the Federal Trade Commission in association therewith.

IV. License; Ownership; Intellectual Property Rights

Subject to the terms of this Agreement, Brite grants you, for the duration of the Subscription Period, a non-exclusive, non-transferrable, non-sublicensable limited license to access and use the Services set forth in your Service Order, solely for (i) your internal use or (ii) use in the regular course of your business, as applicable. This license includes the right for you to permit certain Customer Staff to access and use the pursuant to your Service Order.

Apart from the license expressly granted to Customer hereunder, nothing in this Agreement confers upon Customer any right or license to any intellectual property rights of Brite or any third party, whether by estoppel, implication, or otherwise.

You grant to Brite a non-exclusive, non-transferable, sublicensable, worldwide, royalty-free license to transmit, process, store, use, copy, modify, create derivative works based upon, display, and distribute Customer Content that you may provide or make available to Brite in connection with our provision of the Services and performance of our obligations under this Agreement.

You may submit questions, comments, suggestions, feedback, ideas, plans, notes, drawings, original or creative materials or other information and materials about the Services or us (collectively “Feedback”) at any time. Feedback is non-confidential. Brite will own all rights in and to the Feedback and products derived therefrom, including all intellectual property rights, and will be entitled to use the Feedback and its derivative products for any purpose, without acknowledgment or compensation to you.

V.  Fees​

A.  Fees; Refunds ​

Your subscription to our Services is conditioned upon your timely payment of all Fees specified in your Service Order and this Agreement. The term “Fees” includes both one-time charges associated with the setup and other costs incurred in the course of creating your initial subscription or modifying your existing subscription (“One-Time Fees”) and recurring fees associated with the Services to which you have subscribed, as set forth in your Service Order (“Recurring Fees”). Both One-Time Fees and Recurring Fees will be clearly designated in your Service Order. Unless otherwise agreed by the Parties in writing, all Fees will be billed to you based on the Services that you order, and all Fees paid are non-refundable.

B. Changes to the Fees; Taxes

We reserve the right to change our Recurring Fees at any time at our sole discretion; provided that we will provide advance notice of any changes at least 30 days prior to your next payment date and you may terminate your subscription effective at the end of your current payment period if you do not accept any changes to our Recurring Fees. All Fees set are exclusive of sales taxes and other government taxes (except where expressly stated), banking fees, and regulatory fees.

C. Autopay

You will be charged for the Fees according to the payment schedule designated in your Service Order. By subscribing to the Services, you authorize Brite, or a third party authorized to process payments for Brite, to charge your designated payment method for the applicable Fees on the first day of each applicable billing period during the Term. This authorization will remain in effect for the full Term. You must maintain a valid designated payment method with up-to-date and accurate information at all times during the Term.

D. ​Late Fees; Exchange Rates; Taxes​

In the event that the payment method that you provide for your payment of Fees fails at any time during your subscription, all Fees not paid within 30 days of the original charging date will accrue interest at a rate equal to 1.5% per month on the unpaid amount until such amount is paid. You will reimburse Brite for any costs and expenses (including reasonable attorneys’ fees) incurred by Brite associated with collecting any overdue payments. Without limiting our other rights or remedies, Brite may accelerate your unpaid Fees obligations so that all such obligations become immediately due and payable, suspend your subscription until such amounts are paid in full, and take such other action as Brite deems to be necessary or advisable.

VI. Term and Termination.

A. Term.

Unless we expressly notify you to the contrary, the terms of this Agreement will become effective on the effective date of your Service Order (“Effective Date”). Your subscription will be valid for the term specified at the time you make your purchase, unless terminated earlier in accordance with Section VI.B below.

B. Renewal.

The term of your subscription will automatically renew for successive subscription terms equal in length to the term of your previous subscription unless you provide us with written notice of non-renewal at least 30 days prior to the end of your then-current subscription term.

C. Termination

This Agreement may be terminated upon occurrence of any of the following events:

1. Material Breach

If a Party fails to perform or comply in any material respect with any of its obligations under this Agreement, and such failure is not remedied within ten (10) days after receipt of written notice of such failure from the other Party, then the non-breaching Party may terminate this Agreement by notice to the breaching Party and such termination will take effect upon expiration of the 10-day period.

2. Convenience

Brite may terminate this Agreement upon providing you with a 30-day (thirty-day) written notice to you without penalty and for any reason.

3. Non-Renewal

This Agreement will automatically expire in the event of your failure to renew your subscription for the Services.

D. Effect of Termination​

​Immediately following the date on which this Agreement expires or is terminated (the “Termination Date”):

  1. All licenses and rights granted to you to access and use the Services will immediately and automatically terminate.
  2. All outstanding unpaid Fees will become immediately due and payable.
  3. In the event that this Agreement is terminated following your uncured material breach of this Agreement then, in addition to all other items set forth in this Section VI.D, you will pay to Brite an early termination fee equal to the aggregate amount of monthly Recurring Fees last charged to your account, as multiplied by the Remaining Term. For purposes of this subsection, “Remaining Term” will equal the number of days remaining in your subscription period as of the Termination Date, divided by the total number of days in the subscription period, as set forth in this Agreement. The Parties agree that such agreed-upon amount of the early termination fee does not constitute a penalty.
  4. The termination of this Agreement will not affect either Party’s rights with respect to actions occurring or obligations accruing prior to termination.

VII. Security / Privacy.

A. Security.

Brite will not be responsible for any unauthorized access to any Customer Content that (i) results from the use or misuse of any Account, including any Test Student Account that has been provided to you; (ii) results from any vulnerabilities or weaknesses in your devices, equipment, networks, or systems; and/or (iii) results from any breach of your privacy or data protection policies or procedures by you or any third party.

You will immediately notify Brite in writing if any unauthorized use of an Account, or any other breach of security related to the Services comes to your attention. In the event any unauthorized third party obtains access to the Services through you (directly or indirectly), you agree to take all steps necessary to terminate such unauthorized use and provide Brite with such cooperation and assistance related to such unauthorized access as Brite may reasonably request.

B. Privacy Policy

All of the information that we collect from you, such as your registration information, is subject to our privacy policy and applicable privacy laws. You should familiarize yourself with Brite’s full privacy policy that is available at https://gobrite.io/privacy-policy/ to see. Brite’s privacy policy is incorporated into and constitutes an integral part of this Agreement.

VIII. Representations and Warranties.

By executing and entering into this Agreement, you hereby represent and warrant to Brite, both on your own behalf and on behalf of your employees, independent contractors, agents, and other representatives, that:

  1. You have the required legal capacity and authority to both execute this Agreement and perform all of your obligations under the Agreement.
  2. No consent, approval, or authorization of any person or entity (including any governmental authority) is required for you to lawfully execute and perform your duties and obligations under this Agreement.
  3. Your execution and performance of this Agreement does not and will not (i) conflict with, or constitute a default (now or in the future) of any other oral or written agreement, written instrument or any type of understanding between the representing Party and any other third party by which you are bound, (ii) result in a violation of any law, rule, regulation, court or administrative order, judgment, injunction, decree or other restriction of any court or governmental authority that may apply to you, or (iii) constitute an infringement upon the intellectual property rights of any third parties.

IX. Disclaimers.

ALL SERVICES ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED OR CONTRACTUAL OR STATUTORY, ARE EXPRESSLY DISCLAIMED. WE MAKE NO WARRANTY, REPRESENTATION, GUARANTEE OR PROMISE OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, SECURITY, ACCURACY, COMPLETENESS, TITLE OR NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE SERVICES OR ANY OF THE CONTENT, PRODUCTS, SOFTWARE OR OTHER MATERIALS MADE AVAILABLE THROUGH THE SERVICES.

X. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE HELD LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR ANY OTHER TYPE OF DAMAGES RELATED TO OR ARISING OUT OF YOUR USE OF OR ACCESS TO (i) THE SERVICES, (ii) ANY CONTENT OR OTHER MATERIALS USED THEREWITH, OR (iii) ANY CONTENT ACCESSED OR ENCOUNTERED ON, OR DOWNLOADED FROM, THE SERVICES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, GOODWILL, USE OR LOSS OF DATA OR OTHER INTANGIBLE LOSSES). IF ANY JURISDICTION DOES NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, OUR LIABILITY TO YOU OR ANY THIRD PARTY SHALL NOT EXCEED THE AMOUNT YOU WILL HAVE PAID US THROUGHOUT THE TERM WITH RESPECT TO THE SERVICES.

YOU EXPRESSLY AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT FOR OUR PERFORMANCE OR THE FAILURE OF SUCH PERFORMANCE HEREUNDER, OR FOR ANY BREACH BY US HEREOF ARE SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION.

NOTWITHSTANDING THIS SECTION, NOTHING IN THE AGREEMENT SHALL LIMIT YOUR EXPRESS OBLIGATIONS WITH RESPECT TO INDEMNITY, CONFIDENTIALITY, AND/OR BREACH OF WARRANTY AS SET FORTH HEREUNDER.

XI. Indemnification.

To the extent not prohibited by law, you will defend, indemnify and hold harmless Brite, and its affiliates, officers, directors, members, managers, equity holders, employees, independent contractors, insurers, legal counsel, representatives, and other agents (“Indemnitees”) from and against any and all claims at law or in equity and based on any theory of liability (including, without limitation, any investigation, action or other proceeding, whether commenced by a third party against an Indemnitee or by an Indemnitee for the purpose of enforcing its rights hereunder), damages, losses, liabilities, costs and expenses (including, without limitation, attorneys’ fees and other dispute resolution costs) (collectively “Claims”) that arise out of or are related to (a) any breach by you of your representations, warranties, agreements and covenants set forth in this Agreement; (b) your failure to comply with any applicable law or regulation; (c) your use of the Services, including the uploading or other provision of Customer Content; and/or (d) your gross negligence or willful misconduct. You may not settle or negotiate any Claims that result in liability to, or an obligation upon, Brite, financial or otherwise, without Brite’s express written consent.

XII. Miscellaneous

A. ​Force Majeure​.

We will not be liable to you for any delay in or failure of our performance under this Agreement (including, without limitation, our failure to make available the Services or any component thereof) resulting from any act of God, fire, flood, explosion or other natural disaster, actions or impositions by Federal, state or local authorities, strike, labor dispute, vandalism, riot, commotion, act of public enemies, pandemics, blockage or embargo or any other cause beyond our reasonable control (“​Force Majeure​”). Upon the occurrence of any such event that results in, or will result in, a delay or failure to perform, we will be relieved from fulfilling our obligations under this Agreement during the period of such Force Majeure event.

B. Governing Law; Consent to Jurisdiction​.​

This Agreement is governed by, and will be interpreted, construed and enforced in accordance with the laws of the State of Washington, without giving effect to conflict-of-laws rules, and each Party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in Seattle, Washington for the purposes of any legal claim, action or proceeding arising out of or related to this Agreement, regardless of whether the claims asserted by either Party are of contractual, tort, or statutory nature.

C. Notices​.

Any notice, demand or request required or permitted under this Agreement will be in writing and deemed delivered (i) when delivered personally (including by recognized national courier), (ii) when receipt is confirmed if sent by e-mail, or (iii) three (3) days after such notice is deposited in the U.S. first class mail, registered or certified, with postage prepaid, and addressed to the Parties at the addresses set forth in this Agreement or such other address as a Party may request by notifying the other Party in writing. Notices may be delivered to us by e-mail at support@gobrite.io.

D. Severability​.

Any provision of this Agreement which is voidable, illegal, or unenforceable under law will be ineffective only to the extent of such illegality or unenforceability without affecting the validity or enforceability of the remaining provisions of this Agreement.

E. Successors and Assigns​.

You may not assign your rights or delegate or cause your obligations hereunder to be assumed by any individual or entity without our prior written consent. Any attempted assignment, delegation or assumption not in accordance with this ​Section XII.E​ will be null and void and of no force or effect whatsoever. The terms and conditions of this Agreement will inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties.

F. ​Survival​.

The provisions of ​Sections III, IV.D, V.D, VI.D, and VIII through XI hereof will survive any termination or expiration of this Agreement.

G. Waivers​.

The due performance or observance by the Parties of their respective obligations under this Agreement will not be waived, and the rights and remedies of the Parties will not be affected, by any course of dealing or performance or by any delay or failure of any Party in exercising any such right or remedy. The due performance or observance by a Party of any of its obligations under this Agreement may be waived only by a writing signed by the Party against whom enforcement of such waiver is sought.

H. Entire Agreement; Amendment​.

This Agreement represents the entire agreement of the Parties with respect to the transactions contemplated herein. We reserve the right to change the terms of this Agreement from time to time. If we change this Agreement, we will notify you of any such changes by posting the revised Agreement on the Services and/or by sending you a communication using information associated with your account. You should review this page periodically for changes to the Agreement. All changes will be effective upon posting, and we will revise the “Last Updated” date above on the date any revised version of this Agreement becomes effective. Your continued use of or access of our Services after any changes to this Agreement constitutes your agreement to be bound by any such changes.