Terms of use

Brandlight Inc. (“Brandlight”) provides clients access to AI-based brand insight and optimization tools and services (the “Solution”). Upon acceptance of this proposal, the client (“Company”) is granted a non-exclusive, non-transferable right to access and use the Solution solely for its internal business purposes during the Subscription Term.

2.1. Term; Renewal. This agreement shall begin on the date the Company gains access to the Solution and continues until all orders have expired or are terminated for material breach under the “Termination for Cause” section.”
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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.
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2.3. Effect of Termination. Upon expiration or termination of the Agreement: (i) all rights and licenses granted to Company will immediately cease; (ii) Company will discontinue all use of the Solution and, upon request, destroy or return Brandlight Confidential Information; (iii) Brandlight will make Company 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 9 (Data and Privacy); and (iv) all unpaid fees accrued through the effective date of termination become immediately due and payable.

• Distribute, sublicense, or share the Solution to or with any third party;

• Reverse engineer, decompile, disassemble, or create derivative works of the Solution;

• Bypass, disable, or interfere with any security or usage-limitation mechanisms.

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

5.1. 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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5.2. 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.

Each party shall protect the other’s Confidential Information with the same degree of care it uses to protect its own similar information, but no less than reasonable care. Confidentiality obligations survive termination.

Each party will comply with all applicable laws and regulations, including export-control and anti-corruption laws.

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. Brandlight will defend Company against any third-party claim that the Solution
infringes a valid U.S. patent, copyright, or trade secret, and will pay resulting damages finally awarded or agreed in settlement.
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13.2. The indemnity does not apply to claims arising from (a) modifications by Company, (b) combination with products not provided by Brandlight, or (c) use of the Solution in violation of this Agreement.

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.

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.