Terms

BRITE CONTENT TERMS OF SERVICE

Version: March 2017

IMPORTANT – PLEASE READ CAREFULLY: The following terms of service (“Terms”) contain important legal terms and conditions that you accept when you order or access the Subscription Service, Consulting Services or any other offerings from or through Brite Content, Inc. (“Brite”, “us”, “our” and “we”). For purposes of these Terms, “Customer”, “you” and “your” mean the organization on whose behalf you are accessing our offerings. By agreeing to these Terms the user agrees, and certifies that he/she has the authority, to bind that organization to these Terms.

We may periodically update these Terms and will notify you accordingly through the Notification app in the Brite Content portal used to access the Subscription Service.

 

1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms will have the meanings given to them:

“Agreement” means these Terms, the applicable Order, any Statements of Work, and all materials referenced herein or therein.

“Confidential Information” means all information provided by you or us (“Discloser”, as applicable) to the other party (‘Receiver’), whether orally or in writing, which is designated as confidential or should otherwise be understood by the receiving party to be confidential based on the nature and surrounding context of the disclosure. Our Confidential Information includes our products and services to the fullest extent protectable under copyright, patent, trademark and trade secret laws. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.

“Consulting Services” means any professional services provided to you by us pursuant to a Statement of Work or Order, which may include training services, installation, integration or other consulting services.

“Customer Data” means any data or information that you transmit to us or through the Subscription Service in connection with your use of the Subscription Service, including all e-mail addresses and other information regarding your target customers that you share with us.

“Managed Services” means our standard customer and technical support package that we offer in connection with the Subscription Service, which includes systems integration support and marketing campaign setup, monitoring and optimization.

“Order” means the agreed-upon form under which you ordered the Subscription Service, Managed Services and/or Consulting Services, which may include our online purchase process.

“Sensitive Information” means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.

“Site Visit” means an interaction with a website by a single visitor in a single session.

“Statement of Work” (SOW) means a mutual written agreement for the provision of Consulting Services. Standard Consulting Service offerings may, however, instead be performed pursuant to an Order only.

“Subscription Service” means our web-based marketing automation and media targeting applications, tools and platform to which you have received access pursuant to an Order. As used herein, unless the context indicates otherwise, the “Subscription Service” includes the Managed Services to the extent you have ordered and paid for the Managed Service.

“Subscription Term” means the Initial Subscription Term and all Renewal Subscription Terms.

“Third-Party Products” means non-embedded products and services provided by third parties which interoperate with or are used in connection with the Subscription Service.

“Users” means your employees, representatives, customers, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.

“Video Media Platforms” mean third-party video publishing sites and/or other social media communication facilities (such as YouTube and Facebook) linked to or from the Subscription Service that enable you to market to or communicate with the public or with a private group.

2. The Subscription Service.

a.     Access. Subject to these Terms and our receipt of all payments due, we agree to grant your Users non-exclusive, non-transferable access to use the Subscription Service for lawful business purposes in accordance with the Agreement.

b.     Usage Limits. Limits apply to the number of marketing campaigns, videos, ads, customer conversions, contacts, Users, Site Visits, keywords tracked and/or competitors tracked. Any limits will be specified in your Order or the product descriptions we furnish to you in connection therewith (if any). You are responsible for all activity under your account, and for the acts and omissions (including compliance with these Terms) of all Users as if such acts and omissions were your own.

c.     Modifications. We may modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience; provided, however, that we will not make any changes to the Subscription Service that materially reduce its features or functions during your Subscription Term. We may provide some or all elements of the Subscription Service through third-party service providers.

d.     Additional Features. You may subscribe to the Managed Services or additional features of, or higher usage limits for, the Subscription Service at our then-current pricing by placing an Order.

e.     No Guarantees. Brite Content provides a software-as-a-service that automates TARGETED marketing campaigns. while our subscription service is designed to increase the efficiency of marketing campaigns, we assume no responsibility for the ultimate success for your marketing campaign. without limiting the generality of the foregoing, We do not warrant or otherwise guarantee that the Subscription Service will produce a minimum number of customer conversions, views or other metric of performance, and you agree that we will not be deemed to be in breach of this Agreement due to any dissatisfaction you may have with respect to the marketing or advertising results generated through the Subscription Service.

3. Customer Support; System Availability.

a.     Support. Support is included in the Subscription Service fees and is available 7AM to 6PM Mountain Time, Monday through Friday, excluding U.S. national bank holidays. Support includes online support questions, which can be submitted through the Help Desk tool in the Subscription Service or by contacting your Account Executive.. Online responses are provided during support hours only. We attempt to respond to webform support questions within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time.

b.     System Availability. We will use commercially reasonable efforts to make the Subscription Service available 24 hours a day, 7 days a week, except for planned or emergency downtime for maintenance, or events or circumstances beyond our reasonable control.

4. Consulting Services. You may purchase Consulting Services through an Order or Statement of Work. Fees for Consulting Services are in addition to your Subscription Service fees. Unless otherwise agreed, all Consulting Services are performed remotely. For Consulting Services performed on-site, you will reimburse us our reasonable cost for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be exclusive of applicable taxes (except on our income) and due and payable within thirty (30) days of receipt of the invoice. Hours purchased as part of a consulting package expire as set forth in the Order but in any case no later than one hundred and eighty (180) days from purchase. We may provide some or all elements of the Consulting Services through third-party service providers. Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable. To the extent that we prepare any tangible work product for you during our performance of Consulting Services (or the Managed Services), such as customer conversion-related performance results and analysis (the “Work Product”), we grant you a limited, royalty-free, non-transferable, non-sublicensable, non-exclusive license and right during the Subscription Term to reproduce and modify the Work Product for internal business purposes only.

5. Marketing Agencies and Resellers. If you are a marketing agency or reseller using the Subscription Service for the benefit of your own clients, you understand and agree that (a) as between you and us, you are fully responsible for such clients’ compliance with these Terms; (b) you must pass through to and bind your clients to these Terms as they relate to such clients’ use of the Subscription Service; and (c) you must purchase separate Subscription Service instances for each client (one instance per client).

6. Term.

a.     Subscription Service. Your initial subscription to the Subscription Service begins on the effective date of your access to the Subscription Service and expires at the end of the time period selected during the subscription process, all as set forth in the Order (“Initial Subscription Term”). Any trial periods shall be deemed a part of your Initial Subscription Term, provided that you have the right to cancel your subscription at the end of such trial period. The Initial Subscription Term is otherwise non-cancellable. Unless one of us gives the other written notice that it does not intend to renew the subscription, the Initial Subscription Term will automatically renew for successive periods of one year each (a “Renewal Subscription Term”). Written notice of non-renewal must be sent no less than thirty (30) days in advance of the end of the Subscription Term. The Renewal Subscription Term will be on the terms and conditions of this Agreement, except for any pricing adjustments made by us. This Agreement is effective for the duration of the Subscription Term.

 

b.     Managed Service. Your enrollment in the optional Managed Services is on a quarterly basis throughout each quarter of the Subscription Term.

 

c.     Consulting Services. The term of any Consulting Services shall be as agreed under the applicable Order or Statement of Work.

7. Fees and Payments

a.     Overview. We charge fees for (a) Subscription Service access and usage, (b) the Managed Services and (c) any Consulting Services. Consulting Service fees are as per the agreed upon Statement of Work or Order.

b.     Subscription Service Fees. The Subscription Service and (if selected) the Managed Services fees due for your subscription are set forth in the Order. Pricing will remain fixed during the Initial Subscription Term, provided you are in compliance with all usage limitations and have not subscribed to additional products or features. Any additional fees that accrue under your account (e.g., as a result of adding new products or features, or exceeding your usage limitations) are chargeable and payable immediately at our then-current rates. Any changes that we make to our list pricing will take effect at the start of your next Renewal Subscription Term (if any). In order to avoid additional charges, you should purchase the appropriate tier of Subscription Service for your anticipated needs.

c.     Usage Monitoring. We reserve the right to monitor and audit the compliance of your use of the Subscription Service. We monitor the number of impressions, views, clicks and/or other indicators necessary for calculating the Subscription Service fees due under this Agreement. Through an online interface, you may access those statistics on a daily basis. The statistics are updated within a maximum delay of 48h00. Our pricing and limits will be as set forth in your Order. We determine the number of marketing campaigns actively in use in the Subscription Service. At your request, we will provide you with the detail we used to reach our conclusion. (For customers that use the Subscription Service to assist in working with Google, AdWords or other Google services, more information can be found for reference purposes in this disclosure: http://www.google.com/adwords/thirdpartypartners/). You acknowledge and accept that we do not guarantee that any media budget you set up with a third party advertising platform (such as YouTube, Google or Facebook) may be reached.

d.     Payment. All fees are due and payable in advance throughout the then-current billing period (i.e., annual for the Subscription Service and quarterly for the Managed Service) unless otherwise agreed in writing. All pricing and payments shall be in United States Dollars. You must notify us of any pricing or payment dispute before the payment due date. All service offerings and payment obligations are non-cancelable, and all amounts paid are non-refundable, except as otherwise expressly stated in this Agreement. (i) If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable under your Order (including fees that you accrue during the Subscription Term). You further authorize us to use a third party to process payments and consent to the disclosure of your payment information to such third party. (ii) If you are paying by invoice, we will invoice you at the beginning of the Initial Subscription Term and at the beginning of each subsequent Billing Period. All amounts invoiced are due and payable within ten (10) days from the date of the invoice, unless otherwise specified in the Order.

e.     Payment Information. You agree to keep your contact information, billing information and credit card information (where applicable) current and accurate. Changes may be made on your Billing Page within your Subscription Service portal.

f.      Payment Default. In the event any amounts due hereunder are in default for five (5) days or more from the due date, we reserve the right to (a) charge interest on the unpaid amounts at the lesser of one percent (1%) per month or the maximum rate permitted by applicable law from the due date until paid, and/or (b) suspend your access to or our performance of the unpaid service offering (i.e., Subscription Service or Consulting Services).

g.     Taxes. Fees exclude, and you agree to pay, any and all sales, use, VAT, excise and other taxes, duties, levies and other such charges applicable to your Order, except that you shall have no liability for any taxes based upon our net income. We will invoice for and remit any such taxes to the extent we are legally required to do so If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and gross up the payment so that we receive payment in full as if there were no deduction or withholding.

8. Our Proprietary Rights. This is an Agreement for access to and use of the Subscription Service, and you are not granted a license to any software or other Brite intellectual property by this Agreement. The Subscription Service and Consulting Services are protected by intellectual property laws. The Subscription Service and Consulting Services belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Subscription Service and Consulting Services. You agree not to copy, rent, reverse-engineer, lease, sell, distribute, or create derivative works based on the Subscription Service or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us. Brite Content, the Infinity Loop Design, the Brite Content logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission. The Subscription Services and/or Consulting Services may generate, produce or otherwise result in data (such as analytics), video placement targeting lists, media files, and other work product. We will retain ownership of all such work product.

9. Confidentiality. The Receiver will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party (other than contractors or licensors with a need to know of it to perform obligations under this Agreement), and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process, provided that, if legally permitted, it gives Discloser a reasonable advance opportunity to challenge the basis and/or scope of the disclosure. This Section will survive expiration or termination of the Subscription Term.

10. Customer Responsibilities. To realize the full value of the Subscription Service and Consulting Services, your participation and effort are needed. Resources that are typically required from you include a Project Manager, a Sales Sponsor, an Executive Sponsor and a Technical Resource. Responsibilities that are typically required include planning of marketing programs; acting as internal liaison between sales and marketing; providing top level internal goals for the use of the Subscription Service; attending regular success review meetings; and supporting the integration of the Subscription Service with other sales and marketing systems. Without limiting the foregoing, you acknowledge and agree that, as part of the Subscription Service, we will provide targeting data for your advertisements for your benefit and plan, execute and orchestrate marketing campaigns. In order for us to perform this task we may require programmatic access to Video Media Platform to plan, target, manage, execute and report on campaigns on your marketing accounts, such as YouTube, Google and Facebook. By granting us authorization, you expressly authorize us to perform these tasks. We do not control the content, messages or information found in the Video Media Platform. We will not have any liability with regards to the Video Media Platform and any actions resulting from your use of the Video Media Platform. You agree to indemnify, defend and hold us harmless from or against any claims or losses arising out of or related to your obligations under this Section 11.

11. Publicity. You grant us the right to add your name to our customer list and website and to use your name in our marketing materials. You also grant us the right to publish at our sole discretion, any comments, ratings and reviews of Brite Content.

12. Customer Data

a.     Generally. As between you and us, you have and shall retain ownership of your Customer Data. We will maintain commercially reasonable administrative, physical, and technical safeguards to protect Customer Data. You expressly authorize and license us to collect, store, reproduce and process your Customer Data to the extent (i) reasonably needed to provide the Subscription Service and/or Consulting Services, (ii) set forth in our then-current Privacy Policy, and (iii) permitted by applicable laws.

b.     Aggregate Data. We may monitor use of the Subscription Service by all of our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or the identification of any of your Users.

c.     No Sensitive Information. NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT OR MANAGE SENSITIVE INFORMATION.

13. Other User Restrictions. You will not, and you will ensure that all Users will not, (i) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Subscription Service; (iii) attempt to gain unauthorized access to the Subscription Service; (iv) access the Subscription Service other than through our interface; or (v) use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement. You will notify us immediately of any unauthorized use of your Users’ identifications and passwords.

14. Video Media Platforms & Third-Party Products. The Subscription Service automates targeted marketing on Video Media Platforms. While we use commercially reasonable efforts to promote your marketing content in a manner that reflects positively on your brand, we ultimately have limited control over how and when Video Media Platforms display your content. For example, a Video Media Platform might display your content to target (or re-targeted) customers viewing videos that are offensive, libelous, profane, immoral or otherwise offensive. We do not represent or warrant that we can or will prevent this. We also make no representations or warranties regarding any Third-Party Products linked or reference through the Subscription Service, as these are not under our control and are provided to you only as a convenience. WE DISCLAIM ALL LIABILITY WITH RESPECT TO (A) CONTENT PLACEMENTS ON VIDEO MEDIA PLATFORMS THAT YOU CONSIDER TO BE INAPPROPRIATE AND (B) THIRD-PARTY PRODUCTS THAT YOU USE. YOU HEREBY RELEASE US FROM ANY CAUSE OF ACTION THAT YOU MAY HAVE WITH RESPECT TO THE APPROPRIATENESS OF CONTENT PLACEMENTS AND THIRD-PARTY PRODUCTS.

15. Indemnification

a. By You. You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) the Customer Data or (b) any activity under your account, including any breach of these Terms and any use of the Subscription Service for illegal or unauthorized purposes.

b. By Us. We will indemnify, defend and hold you harmless, at our expense, against any third-party Action brought against you (and your officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with you to the extent that such Action is based upon or arises out of the Subscription Service’s infringement or violation of such third party’s intellectual property rights.

c. Procedure. The party seeking indemnification will notify the other party in writing within thirty (30) days of becoming aware of any such Action; will give the indemnifying party sole control of the defense or settlement of the Action; and provide (at the indemnifying party’s expense) any and all information and assistance reasonably requested to handle the defense or settlement of the Action. However, the indemnifying party shall not accept any settlement without the indemnified party’s consent that includes an admission of the indemnified party’s fault or requirement for the indemnified party to take remedial actions.

16. Disclaimers; Limitations of Liability

a.     Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE (INCLUDING THE LANDING PAGE) OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE AND CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SUBSCRIPTION SERVICE, AND THE CONSULTING SERVICES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

b.     Limitations of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY OBLIGATIONS, VIOLATION OF APPLICABLE LAW, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING LOSS OF BUSINESS, GOODWILL, PROFITS, DATA, SALES OR REVENUE, WORK STOPPAGE OR COMPUTER FAILURE OR MALFUNCTION, IN EACH CASE WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WHATSOEVER SHALL BRITE CONTENT’S (OR ITS AFFILIATES’, SUPPLIERS’ OR RESPECTIVE PERSONNEL’S) TOTAL CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE SUM OF ALL FEES PAID OR PAYABLE BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION FIRST AROSE. YOU ACKNOWLEDGE THAT THESE LIMITATIONS ARE FAIR, REASONABLE AND A FUNDAMENTAL INDUCEMENT TO OUR PROVISION OF SERVICES TO YOU AT THE QUOTED PRICE.

17. Termination, Suspension and Expiration

a.     Termination for Cause. Either party may terminate this Agreement for cause: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. We also reserve the right to cancel the Subscription Service at any time upon reasonable advance notice to you (e.g., in the event of product obsolescence), in which case we will refund to you any pre-paid fees applicable to the canceled remainder of your Subscription Term.

b.     Suspension. We may suspend any User’s access to the Subscription Service in the event of the following prohibited activities: (i) use of the Subscription Service in violation applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright, trademark or privacy rights of any person or entity. We may suspend your access to all or any part of the Subscription Service upon ten (10) days’ advance notice to you of non-payment of any amount that is past due and not disputed in good faith. If the Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service. We may also suspend access to the Subscription Service in the event of security threats, connection disruptions or similar system emergencies. In such cases we will try to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service.

c.     Effect of Termination or Expiration. Upon termination or expiration of this Agreement for any reason, the rights and licenses we granted to you under this Agreement automatically terminate and you will stop all use of the Subscription Service. Each party will return to the other party (or destroy, in the case of copies) any data, materials and information belonging to the other party under this Agreement, including Confidential Information.

18. General

a.     Amendment; No Waiver. We may update and change any part or all of these Customer Terms of Service, including the fees and charges associated with the use of the Subscription Service (except agreed upon fixed rates). If we update or change these Customer Terms of Service, the updated Customer Terms of Service will be posted at http://www.BriteContent.com/terms-of-service and we will let you know through the Notification app in the Brite Content portal used to access your Brite Content subscription. The updated Customer Terms of Service will become effective and binding on the next business day after it is posted. When we change these Customer Terms of Service, the “Last Modified” date above will be updated to reflect the date of the most recent version. If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Customer Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website will apply. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

b.     Governing Law and Venue. You are contracting with Brite Content, Inc. and this Agreement is governed by the laws of the State of Colorado, U.S.A. without reference to conflicts of law principles. Both parties consent to the exclusive jurisdiction and venue of courts in Boulder, Colorado, U.S.A. for all disputes arising out of or relating to this Agreement, the use of the Subscription Service or the Consulting Services.

c.     Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

d.     Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

e.     Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

f.      Severability. If any part of this Agreement or an Order is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

g.     Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.

To Brite Content, Inc.: 11853 Bradburn Blvd, Westminster Colorado, 80031

To you: your address as provided in our Brite Content Subscription account information for you.

We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Subscription Service.

c.     Entire Agreement. This Agreement (including each Order, Statement of Work and any online terms incorporated herein by reference) is the entire agreement between us for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written public comments made by us regarding future functionality or features of the Subscription Service.

d.     No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

e.     Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

f.      Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

g.     Survival. The following sections shall survive the expiration or termination of this Agreement: 1, 5, 6, 8, 9, 11. 12, 15, 16 17(c) and 18, along with any outstanding payment obligations and other provisions that would reasonably be interpreted as intended by a party to survive.

h.     Precedence. In the event of a conflict between the terms of this Agreement and an Order or Statement of Work, the terms of the Order or Statement of Work shall control, but only as to that Order or Statement of Work. We expressly reject the inclusion of any pre-printed terms on any purchase order or other contracting document that the parties might exchange in connection with payment, even if we process or perform pursuant to such document, all of which are hereby null and avoid.

Thank You!