Terms of use

Terms of Use

Last Updated: April 1, 2026

These Terms and Conditions (the “Terms”), together with each Order (defined below), form the agreement (the “Agreement”) between Brandlight (“Brandlight”) and the customer identified in the applicable Order (“Customer”). These Terms govern (a) Customer’s and its End Users’ access to and use of Brandlight’s Products (as defined below), and (b) use of Brandlight’s website at https://www.brandlight.ai/ (the “Website”) to the extent the Website enables access to the Products, account administration, or other interactions related to the Products. The Agreement is effective on the earlier of (i) Customer’s acceptance of these Terms, (ii) Customer’s placement of an Order, or (iii) Customer’s (or any End User’s) access to or use of the Products. The individual accepting the Agreement represents that they are authorized to bind Customer.

1. Definitions

1.1 Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

1.2 Confidential Information has the meaning in Section 10.2.

1.3 Customer Content means any data, content, or materials Customer or its End Users submit to the Products, including prompts, inputs, outputs, files, and other information provided through the Products, excluding Feedback.

1.4 End User means an individual authorized by Customer to access and use the Products under Customer’s account.

1.5 Feedback means suggestions, ideas, enhancement requests, or recommendations regarding the Products.

1.6 Order means an ordering document, order form, statement of work, or online order that references these Terms and specifies subscription details (including Products, quantities, Usage Limits, fees, and term).

1.7 Permitted Downtime has the meaning in Section 5.2.

1.8 Products means Brandlight’s proprietary software-as-a-service products and related documentation made available under an Order. “Products” may also be referred to as the “Solution.”

1.9 Term means the term of an Order (and any renewals) as described in Section 4.

1.10 Usage Limits means any End User counts, usage caps, or other limitations
specified in an Order.

2. Scope and Grant of Use

2.1 License Grant. The Products are licensed, not sold. Subject to Customer’s
compliance with this Agreement and payment of applicable fees, Brandlight grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Products solely for Customer’s internal business purposes during the Term.

2.2 End Users; Account Controls. Customer may authorize End Users to access and use the Products, subject to any Usage Limits. End User accounts may not be shared. Customer is responsible for End Users’ compliance with this Agreement and for all activities under Customer’s and its End Users’ accounts.

2.3 Affiliates. If an Order expressly permits use by Customer’s Affiliates, Customer remains liable for its Affiliates’ acts and omissions under this Agreement. Only Customer may enforce this Agreement on behalf of its Affiliates.

2.4 Product Changes. Brandlight may make technical, security, or maintenance changes to the Products, provided such changes do not materially reduce the overall functionality of the Products during the applicable paid Term.

2.5 Compliance with Law. Customer will use the Products in compliance with
applicable law, including intellectual property, export control, and sanctions laws.

2.6 Reservation of Rights. Brandlight reserves all rights not expressly granted under this Agreement.

2.7 Feedback. Feedback is voluntary. Brandlight may use Feedback for any purpose without obligation, provided Brandlight does not disclose Customer’s Confidential Information in doing so.

2.8 Restrictions. Except as expressly permitted by this Agreement or applicable law, Customer will not (and will not permit any third party to):

• 2.8.1 distribute, sublicense, rent, lease, resell, or make the Products available to any third party (including service bureau, time-sharing, or managed services), except as expressly permitted in an Order;
• 2.8.2 reverse engineer, decompile, or disassemble the Products, except to the extent prohibited by applicable law;
• 2.8.3 modify, translate, create derivative works of, or copy the Products or
  documentation (except reasonable copies of documentation for internal use);
• 2.8.4 bypass, disable, or interfere with security features or usage-limitation
  mechanisms; or
• 2.8.5 use the Products to develop, train, or improve competing products or
  services.

3. Fees, Payment, and Taxes

3.1 Fees. Customer will pay the fees set forth in each Order.

3.2 Invoicing; Payment Terms. Brandlight will invoice Customer as set forth in the applicable Order. Payment terms (including due dates and payment schedule) will be as stated in the applicable Order.

3.3 Suspension for Non-Payment. If Customer fails to pay undisputed fees when due, Brandlight may suspend access to the Products after providing at least ten (10) days’ written notice and an opportunity to cure.

3.4 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, VAT, GST, duties, or similar taxes, excluding taxes on Brandlight’s net income.

4. Term and Termination

4.1 Term. Each Order begins on the start date stated in the Order (or, if none, when access is first provided) and continues for the duration stated in the Order.

4.2 Termination for Cause. Either party may terminate this Agreement or an Order:

• 4.2.1 upon thirty (30) days’ written notice if the other party materially breaches and fails to cure within the notice period; or
• 4.2.2 immediately upon written notice if the other party becomes insolvent,
  makes an assignment for the benefit of creditors, or has a petition in bankruptcy or similar relief filed by or against it that is not dismissed within sixty (60) days.

4.3 Effect of Termination. Upon expiration or termination:

• 4.3.1 all rights granted to Customer end immediately;
• 4.3.2 Customer will promptly discontinue all use of the Products and, upon
  request, return or destroy Brandlight Confidential Information;
• 4.3.3 Brandlight will make Customer Content available for export for thirty (30) days after the effective date of termination in a reasonable standard format available through the Products, after which Brandlight may delete Customer Content in accordance with its standard retention policies and applicable law; and
• 4.3.4 all unpaid fees accrued through the effective date of termination become immediately due and payable.

5. Service Levels

5.1 Availability. Brandlight will use commercially reasonable efforts to make the
Products available 99.9% of the time during each calendar month, excluding Permitted Downtime.

5.2 Permitted Downtime. “Permitted Downtime” means (a) scheduled maintenance notified at least forty-eight (48) hours in advance, and (b) emergency maintenance required to protect the integrity or security of the Products.

5.3 Sole Remedy. Customer’s sole and exclusive remedy for failure to meet the
availability target in Section 5.1 will be any service credits expressly set forth in the applicable Order (if any).

6. Support and Maintenance

6.1 Support Channels and Hours. Brandlight provides ticket-based and email support Monday-Friday, 9:00 a.m.-6:00 p.m. U.S. Eastern Time, excluding U.S. federal holidays.

6.2 Updates. Bug fixes, patches, and minor version upgrades are included in the subscription. Brandlight may offer new products, modules, or major feature sets under separate pricing tiers; however, Brandlight will not remove or materially reduce the core functionality of the Products purchased under an active Order.

7. Ownership; Customer Content; Feedback

7.1 Brandlight Ownership. Brandlight retains all right, title, and interest in and to the Products, including all updates, enhancements, and related intellectual property rights.

7.2 Customer Content. Customer retains all right, title, and interest in Customer Content. Customer grants Brandlight a non-exclusive, worldwide, royalty-free right to host, copy, process, transmit, and display Customer Content solely to provide, maintain, support, and improve the Products and as otherwise permitted under Section 9 (Data and Privacy).

7.3 Feedback License. Customer grants Brandlight a perpetual, irrevocable,
worldwide, royalty-free license to use and incorporate Feedback into the Products without restriction, provided Brandlight does not disclose Customer’s Confidential Information.

8. Open-Source and Third-Party Components

The Products may include open-source or third-party components governed by separate license terms. To the extent required, Brandlight will make available applicable notices and license terms so Customer’s permitted use is not materially affected.

9. Data and Privacy

9.1 PII; Account Data. The Products are not intended to process sensitive personal information. Customer will not submit sensitive personal information to the Products. Customer acknowledges that Brandlight may process limited personal information necessary to provide the Products (for example, End User names, business contact information, login credentials, and technical logs).

9.2 Customer Responsibilities. Customer is responsible for obtaining all rights and consents necessary to provide Customer Content to Brandlight and for ensuring Customer Content and Customer’s use of the Products complies with applicable law.

9.3 Security. Brandlight will maintain reasonable administrative, technical, and
physical safeguards designed to protect the security, confidentiality, and integrity of Customer Content.

9.4 Aggregated and De-Identified Data. Brandlight may use Customer Content to generate aggregated and de-identified analytics and insights for product improvement, research, and benchmarking and may publish such aggregated and de-identified insights, provided they do not identify Customer or any individual.

9.5 Retention and Deletion. Brandlight will retain and delete Customer Content in accordance with its standard retention policies and applicable law, subject to Section 4.3.3.

9.6 Privacy Policy. Customer acknowledges that Brandlight’s privacy policy available at https://www.brandlight.ai/privacy-policy (as may be updated from time to time) applies to Brandlight’s processing of personal information in connection with the Website and related activities as described therein.

10. Confidentiality

10.1 Existing NDA. If the parties have entered into a separate non-disclosure
agreement, that agreement will govern confidentiality obligations to the extent it conflicts with this Section 10.

10.2 Confidential Information. “Confidential Information” means non-public
information disclosed by a party (“Discloser”) to the other party (“Recipient”) that is designated as confidential or that a reasonable person should understand is confidential, including Customer Content, the terms of this Agreement, product roadmaps, and account authentication credentials. Confidential Information does not include information that:

• 10.2.1 becomes publicly available without breach of this Agreement;
• 10.2.2 was received lawfully from a third party without confidentiality
  obligations; or
• 10.2.3 is independently developed without use of the Discloser’s Confidential Information.

10.3 Protection and Use. Recipient will use Confidential Information only to perform under this Agreement and will protect it using at least reasonable care. Recipient will not disclose Confidential Information to any third party except to its employees, contractors, and professional advisors (“Representatives”) who have a need to know and are bound by obligations at least as protective as this Agreement. Recipient remains responsible for its Representatives’ compliance and will promptly notify Discloser of unauthorized use or disclosure.

10.4 Disclosure Required by Law. Recipient may disclose Confidential Information if required by law, but only after providing prompt notice to Discloser (if legally permissible) so Discloser may seek a protective order or other remedy.

10.5 Duration. These confidentiality obligations apply for three (3) years after
disclosure; provided that obligations for trade secrets continue for so long as such information remains a trade secret under applicable law.

11. Force Majeure

Neither party will be liable for delay or failure to perform (excluding payment
obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet outages, or governmental actions.

12. Disclaimers

THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BRANDLIGHT
DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY,
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

13. Limitation of Liability

13.1 Liability Cap. EXCEPT FOR (A) A PARTY’S BREACH OF SECTION 10
(CONFIDENTIALITY), (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER
SECTION 14 (INTELLECTUAL PROPERTY INDEMNIFICATION), OR (C) CUSTOMER’S PAYMENT OBLIGATIONS, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER(S) DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.2 Exclusion of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF USE, LOSS OF PROFITS, OR INTERRUPTION OF BUSINESS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Intellectual Property Indemnification

14.1 Indemnity. Brandlight will defend Customer against any third-party claim that the Products infringe a valid U.S. patent, copyright, or trade secret, and will pay damages finally awarded by a court or agreed in a settlement approved by Brandlight, provided that Customer:

• 14.1.1 promptly notifies Brandlight in writing of the claim;
• 14.1.2 grants Brandlight sole control of the defense and settlement (provided Brandlight may not settle any claim in a manner that admits wrongdoing by Customer or imposes obligations on Customer without Customer’s prior written consent, not to be unreasonably withheld); and
• 14.1.3 provides reasonable cooperation and assistance.

14.2 Mitigation. If the Products are (or in Brandlight’s reasonable opinion are likely to be) subject to an infringement claim, Brandlight may, at its option: (a) modify the Products to make them non-infringing without materially reducing functionality; (b) replace the Products with a functionally equivalent non-infringing product; or (c) terminate the affected Order and refund prepaid fees for the unused portion of the then-current term.

14.3 Exclusions. Brandlight will have no obligation under this Section 14 for claims arising from: (a) Customer Content; (b) Customer’s modification of the Products; (c) combination of the Products with products, services, or content not provided by Brandlight if the claim would not have arisen but for such combination; or (d) use of the Products in violation of this Agreement.

14.4 Sole Remedy. This Section 14 states Brandlight’s entire liability and Customer’s sole remedy for any infringement claim covered by this Section.

15. Publicity

Brandlight may use Customer’s name and logo on Brandlight’s customer list and website. Any press release, case study, or other public marketing that includes Customer will require Customer’s prior written consent, not to be unreasonably withheld or delayed.

16. Governing Law; Venue; Jury Trial Waiver

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-law principles. Any dispute arising out of or relating to this Agreement will be resolved exclusively in the state or federal courts located in New York, New York, and each party irrevocably submits to such jurisdiction and venue. EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL.

17. Assignment

Neither party may assign this Agreement without the other party’s prior written
consent, except that either party may assign this Agreement (a) to an Affiliate, or (b) in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by this Agreement. Any other attempted assignment is void.

18. Miscellaneous

18.1 Entire Agreement. This Agreement and the applicable Order(s) constitute the entire agreement between the parties regarding the Products and supersede all prior or contemporaneous agreements on the subject matter.

18.2 Severability. If any provision is held unenforceable, the remaining provisions will remain in effect.

18.3 Waiver. A waiver of any breach is not a waiver of any other breach.

18.4 Order of Precedence. If there is a conflict between these Terms and an Order, the Order will control solely with respect to that Order.

18.5 Notices. Notices must be in writing and will be deemed given when delivered by email (with confirmation of transmission) or by nationally recognized overnight courier to the addresses set forth in the applicable Order (or as otherwise designated by notice).

19. Survival

Sections 3 (Fees, Payment, and Taxes), 4 (Term and Termination), 7 (Ownership; Customer Content; Feedback), 9 (Data and Privacy), 10 (Confidentiality), 11 (Force Majeure), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Intellectual Property Indemnification), 15 (Publicity), 16 (Governing Law; Venue; Jury Trial Waiver), 17 (Assignment), 18 (Miscellaneous), and 19 (Survival) survive expiration or termination of this Agreement.