Terms of use

1.1 License Grant: Products are licensed and not sold. Subject to Customer's compliance with this Agreement, Brandlight grants to Customer and End Users a non-exclusive, non-transferable right to access and use the Products  solely for its internal business purposes during the Term.

1.2 End Users: If the use of any Product by Customer was specifically limited under an applicable Order to a certain number of End Users, Customer may assign each Subscription License to one individual End User for use or access on any number of devices. End User accounts may not be shared by individuals. Customer shall control access to and use of the Products by End Users and shall be responsible for End Users' use of the Products.

1.3 Product changes. Brandlight  has the right to make technical changes to the Products if such changes do not materially lessen the Product's functionality. 

1.4. Affiliates. If the use of any Product by Customer's Affiliates was specifically allowed under an applicable Order, Customer shall remain liable for its Affiliates' use, and only Customer shall have the right to enforce this Agreement on behalf of its Affiliates. 

1.5. Compliance with laws. Customer's use of the Products must not violate any applicable laws, including copyright or trademark laws, export control laws and regulations, including laws and regulations in its jurisdiction.

1.6. Reservation of rights. Products are protected by copyright and other intellectual property laws and international treaties. Brandlight reserves all rights not expressly granted in this Agreement, and no rights are granted or implied by waiver or estoppel.

1.7. Feedback. Feedback by Customer is optional and voluntary. Feedback may be used by Brandlight for any purpose without obligation of any kind as long as the Customer's confidential information remains confidential.

1.8. Restrictions. Unless expressly permitted in this Agreement or by law, Customer may not:1.8.1 Distribute, sublicense, or share the Solution to or with any third party;1.8.2 Reverse engineer, decompile, disassemble, or create derivative works of the Solution;1.8.3 Bypass, disable, or interfere with any security or usage-limitation mechanisms.

2.1. Term; Renewal. This agreement shall begin on the date the Customer gains access to the Solution and continues until all Orders have expired or are terminated for material breach under the “Termination for Cause” section.” Except as specified otherwise in the applicable Order, the term will automatically renew for additional periods of one year each, unless terminated in writing by the Customer at least 60 days prior to the renewal date. Capitalized terms have the meanings given under the Definitions section below

2.2. Termination for Cause. Either party may terminate this Agreement (a) upon thirty (30) days’ written notice if the other party materially breaches any provision of the Agreement and fails to cure such breach within that notice period, or (b) immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a petition for bankruptcy or similar relief filed by or against it that is not dismissed within sixty (60) days.

2.3. Effect of Termination. Upon expiration or termination of the Agreement: (i) all rights and licenses granted to Customer will immediately cease; (ii) Customer will discontinue all use of the Products and, upon request, destroy or return Brandlight Confidential Information; (iii) Brandlight will make Customer data available for export for thirty (30) days after the effective date of termination and will then delete such data in accordance with its standard data-retention practices described in Section 8 (Data and Privacy); and (iv) all unpaid fees accrued through the effective date of termination become immediately due and payable.

3.1. Availability. Brandlight will use commercially reasonable efforts to make the Products available 99.9% of the time during each calendar month, excluding Permitted Downtime.
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3.2. Permitted Downtime means (a) scheduled maintenance notified to Company at least 48 hours in advance and (b) emergency maintenance required to protect the integrity or security of the Products.

4.1. Channels & Hours. Brandlight provides ticket-based and email support Monday–Friday, 9 a.m.–6 p.m. U.S. Eastern Time, excluding U.S. federal holidays.
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4.2. Updates. Bug fixes, patches, and minor version upgrades are included in the subscription. Major feature sets may be released under new pricing tiers.

All rights, title, and interest in and to the Solution, including any updates, enhancements, and feedback, shall remain exclusively with Brandlight. Feedback provided by Company may be used by Brandlight without restriction.

The Solution may include open-source software governed by the applicable open-source
licenses. Brandlight warrants that it has complied with all such license obligations so that Company’s permitted use is unaffected.

Company represents that any data shared with Brandlight will not include personally identifiable information (PII). Brandlight may use Company data internally for research and performance improvement and may publish aggregate, anonymized insights. Brandlight will retain and delete Company data in accordance with its standard data-retention practices and applicable law.

8.1 Existing NDA. If the parties have entered into a non-disclosure agreement, those terms apply instead of this confidentiality section. 

8.2. Confidential Information. "Confidential Information" is non-public information in any form that is marked as "confidential" or that a reasonable person should understand is confidential. This includes, but is not limited to, Customer Content, the terms of this Agreement and Customer's account authentication credentials. Confidential Information does not include information that:
- 8.2.1. becomes publicly available without a breach of a confidentiality obligation;
- 8.2.2. was received lawfully from another source without a confidentiality obligation; or
- 8.2.3. is independently developed.

8.3. Protection of Confidential Information. Each party will take reasonable steps to protect the other's Confidential Information. A party will only use the other party's Confidential Information as part of the parties' business relationship. Neither party will disclose Confidential Information to third parties. A party may only share Confidential Information with a party's Representatives on a need-to-know basis, under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives. A party must promptly notify the other party if it discovers any unauthorized use or disclosure.

8.4. Disclosure required by law. A party may disclose the other's Confidential Information if required by law, but only after it notifies the other party (if legally permissible) so that the other party can seek a protective order.

8.5. Duration of confidentiality obligation. These confidentiality obligations apply for a period of three years after a party receives the Confidential Information

Neither party is liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet outages, or governmental actions.

All fees are exclusive of taxes. Company is responsible for all applicable taxes, duties, or levies imposed by taxing authorities, other than taxes on Brandlight’s income.

The Solution is provided “as-is.” Brandlight disclaims all warranties, including merchantability, fitness for a particular purpose, and non-infringement. In no event will
either party’s aggregate liability exceed the fees paid or payable by Company during the twelve (12) months preceding the claim, except for liability arising from confidentiality or intellectual-property indemnification obligations.

13.1. Indemnity. Brandlight will defend Customer against any third-party claim that the Products infringes a valid U.S. patent, copyright, or trade secret of a third party, and will pay resulting damages finally awarded or agreed in settlement, but only if Brandlight is promptly notified in writing of the claim and has the right to control the defense and any settlement thereof. Customer must provide Brandlight with all requested assistance, information, and authority. Brandlight will be reimbursed by Customer for reasonable out-of pocket expenses it incurs in providing such assistance.  If Brandlight is unable to resolve a claim of infringement of a Product, it may, at its option, either (i) modify or replace the Product with a functional equivalent, or (ii) terminate Customer's license and refund any license fees, including amounts paid in advance for any usage period after the termination date. Brandlight will not be liable for any claims or damages due to Customer's continued use of a Product after being notified to stop due to a third-party claim. This section describes the Customer's sole remedies and entire liability for such claims, subject to the limitations set out in Sections 13.2 and 13.3. Brandlight's defense and indemnity obligations set forth in this Agreement shall not apply if a claim is arising from the combination of any Product with Customer’s product or service or Customer Content or modification of any Product by the Customer, if such claim would not have arisen but for such combination or modification, not to any claims arising from use of the Products in violation of this Agreement.

13.2 Limited Liability. In no event will either party’s aggregate liability exceed the fees paid or payable by Customer during the twelve (12) months preceding the claim, except for liability arising from confidentiality or intellectual-property indemnification obligations.

13.3. In no event will either party be liable for indirect, incidental, special, punitive, or consequentialdamages, or loss of use, loss of profits, or interruption of business; however, caused or under any theory ofliability.

Customer agrees that Brandlight may use Customer's name and logo for marketing and public relations purposes, including but not limited to Brandlight's website, press releases, case studies, and other marketing materials

This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-law principles. Any disputes will be resolved exclusively in the state or federal courts located in New York, New York. Each party irrevocably submits to such jurisdiction and waives the right to a jury trial.

This Agreement, together with any applicable proposal, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements. Company may not assign this Agreement without Brandlight’s prior written consent. If any provision is held unenforceable, the remaining provisions will remain in effect.

Sections 2 (Term and Termination), 6 (Ownership and Feedback), 8 (Data and Privacy), 9 (Confidentiality), 12 (Disclaimers and Limitations), 13 (Intellectual-Property Indemnification), 14 (Force Majeure), 15 (Governing Law and Dispute Resolution), 16 (Miscellaneous), and 17 (Survival) shall survive any termination or expiration of this Agreement.