Last updated May 03, 2022
1.1 The terms of this user agreement (“Terms”) govern your access and use of our mobile & desktop applications and its programs, software, services, content and information (collectively, our “Platform”). If you do not accept any of these Terms, please do not download or use our Platform. Your access and/or use of our Platform shall be deemed to be an acceptance of these Terms.
1.2 In these Terms, “we”, “us” and “our” refers to Brightspot App Inc. (“Brightspot”), a company incorporated under the laws of Canada. “You” and “your” refers to any person who (a) has registered for an account on our Platform; and/or (b) accesses or uses our Platform without registering for an account.
1.3 Brightspot reserves the right to modify or replace this Agreement at any time and in Brightspot’s sole discretion. Brightspot will indicate at the top of this Agreement the date such document was last updated. Any changes will be effective immediately upon posting the revised version (or such later effective date as may be indicated at the top of the revised Agreement). It is your responsibility to regularly check the Platform to determine if there have been changes to this Agreement and to review such changes. Your continued use of the Platform following the posting of any changes to the Agreement will constitute your acceptance of any such changes. If you do not agree to the changes, you must stop using the Platform.
1.4 These Terms apply to any updates or upgrades provided by us that replace and/or supplement any part of our Platform, unless such updates or upgrades are accompanied by separate terms in which case those separate terms shall apply.
1.5 Our Platform may contain guidelines and instructions on your use of our Platform. You agree to comply with these guidelines and instructions, which are incorporated by reference into these Terms.
1.6 You agree that Brightspot: (i) may create aggregate and/or de-identified information from Your Data (“Aggregate Data”); (ii) may offer you personalized suggestions based on your Aggregate Data; (iii) may combine such aggregate and/or de-identified information with that of other Users; and, (iv) has the exclusive ownership of any Aggregate Data and the exclusive right to use Aggregate Data for any purpose as long as Brightspot does not use or distribute any Aggregate data in a way which identifies you, your Users or Your Data.
1.7 Brightspot compiles, analyzes and runs analytics on how Users use the Platform, as well the performance of the Platform itself. Brightspot collects this information directly, but it also uses third party software for this purpose as further described in its Privacy Statement. This usage and performance data is referred to as “Usage Data”. Brightspot uses Usage Data to build features and improve the functionality and feature set of the Platform. You agree that Brightspot: (i) may offer you personalized suggestions based on your Usage Data; (ii) may create aggregate and/or de-identified information from your Usage Data; (iii) may combine such aggregate and/or de-identified information with that of other Users; and, (iv) has the exclusive ownership of any Usage Data and the exclusive right to use Usage Data for any purpose as long as Brightspot does not use or distribute any Usage Data in a way which identifies you, your Users or Your Data.
1.8 Brightspot shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Platform any suggestions, enhancement requests, recommendations or other feedback provided by you or your Users, relating to the Platform.
1.9 Brightspot grants you a limited license to access and make use of the Platform and the Platform. This license does not include any downloading or copying of account information for the benefit of another vendor or any other third party; caching, unauthorized hypertext links to the Platform and the framing of any Content available through the Platform uploading, posting, or transmitting any content that you do not have a right to make available (such as the intellectual property of another party); uploading, posting, or transmitting any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; any action that imposes or may impose (in Brightspot’s sole discretion) an unreasonable or disproportionately large load on Brightspot’s infrastructure; or any use of data mining, robots, or similar data gathering and extraction tools. You may not bypass any measures used by Brightspot to prevent or restrict access to the Platform. Any unauthorized use by you shall terminate the permission or license granted to you or your organization by Brightspot.
2.0 Brightspot respects the intellectual property of others, and we ask our users to do the same. Brightspot may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be infringing the intellectual property of a third party. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Brightspot’s Copyright Agent the following information:an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; a description of the copyrighted work or other intellectual property that you claim has been infringed; a description of where the material that you claim is infringing is located on the Platform; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. Brightspot’s agent for notice of claims of copyright or other intellectual property infringement can be reached as follows by email: support@getBrightspot.com
2.1 You are required to apply and register for an account with us before you are entitled to access and/or use certain features of our Platform.
2.2 You represent and warrant that:
a. all registration information provided by you is true, accurate, current and complete to the best of your knowledge and belief;
b. you will promptly update any changes to your registration details; and
c. you are at least eighteen (18) years of age and have the requisite mental and legal capacity in accordance with the applicable laws of Singapore to enter into these Terms and use our Platform.
2.3 We reserve the right to reject your application for, suspend your use of, or terminate your account.
2.4 When registering for an account, you may be required to provide us with personal information (such as your name, email address, credit card details, etc.) in accordance with instructions given through our Platform. You represent and warrant that all information that you provide to us is accurate, true and complete. We may, if required or in accordance with applicable laws, check and verify the information you have provided to us. You agree to cooperate and extend to us any assistance that we may require for such checks and verifications.
2.5 Upon successful registration of your account, you, as the account holder:a. agree to keep your sign in details (including the name, email address, and/or social media account used to sign in) and password confidential; andb. shall notify us immediately if you have any reason to believe that the security of your account has been compromised.
2.6 Your account is personal to you and you may not share your account with any other person. As the account holder, you are solely responsible for any and all activities which occur under or in connection with your account. We are entitled to treat all activities that occur under or in connection with your account as having been conducted with your knowledge and authority. Where you have (in breach of these Terms) allowed any other person to use your account, or have negligently or otherwise made your password and/or sign in details available to any other person, you agree that you are fully responsible for:
a. controlling such person(s)’ access to and use of our Platform; and
b. such person(s)’ conduct, actions and use of our Platform, including any purchases or subscriptions made.
2.7 You acknowledge and agree that we may access your account and its contents as necessary for purposes including but not limited to identifying or resolving technical problems or responding to complaints without prior notice to you.
2.8 You are responsible for the activities of all End Users who access or use the Platform through your account and you agree to ensure that any such End User will comply with the terms of this Agreement and any Brightspot policies. Brightspot assumes no responsibility or liability for violations. If You become aware of any violation of this Agreement in connection with use of the Platform by any person, please contact Brightspot at support@getBrighspot.com. Brightspot may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. Under no circumstances will Brightspot be liable in any way for any data or other content viewed while using the Platform, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.
2.8 The Brightspot service is not available to any users suspended or removed from the system by Brightspot for any reason. If you or your organization do not qualify, you may not use the Brightspot Service or the Platform. In consideration of your use of the Platform, you represent that you legally belong to the organization and are not a person barred from receiving services under the laws of the Canada or other applicable jurisdictions. You also agree to provide true, accurate, current and complete information about yourself as prompted by the Platform’s registration form. If you provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or Brightspot has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Brightspot has the right to refuse any and all current or future use of the Platform (or any portion thereof).
3.1 We reserve the right to monitor the access and/or use of our Platform by any person and have the sole discretion to refuse access and/or use of our Platform by any person at any time without having to give any reason or any prior notice. Your access to and/or use of our Platform may also be interrupted, suspended or restricted when we provide any maintenance, support or other services in relation to our Platform.
3.2 Your access and/or use of our Platform is subject to your compliance with these Terms. With respect to the programs and software in our Platform, including our mobile application, you are granted, a limited, royalty-free, non-exclusive, personal, revocable and non-transferable, licence and right to use them for your own personal, non-commercial purposes. Our programs and software are licensed, not sold, to you, and you may only use them as permitted by these Terms. This licence does not transfer any title in our Platform to you. We retain all rights in our Platform and reserve all rights not expressly granted to you. You will not, and will not permit, any other party to reproduce, copy, modify, create derivative works from, reverse engineer, disassemble, decompile, or otherwise attempt to derive any source code, sell, offer for sale, use (except as authorised by us), assign, sub-license or otherwise exploit our Platform.
3.3 Our Platform includes content (including articles, e-books, podcasts, audio, video, and other forms of media) that you may access through our Platform. Certain content may only be accessible if you have an active paid subscription with us. With respect to our content, you are granted a limited, non-exclusive, non-transferrable right to only access and view the content for your personal and non-commercial use. The rights granted to you in respect of our content do not transfer any title in our content to you. We retain all rights in our content and reserve all rights not expressly granted to you. You will not, and will not permit any other party to:
a. simultaneously use and access our content across multiple devices;
b. use our content for public performances; orc. translate, download, reproduce, copy, publish, distribute, modify, display, perform, archive, broadcast, create derivative works from, sell, offer for sale, use (except as authorised by us), license or otherwise exploit our content.
3.4 You will not, and will not permit any other party to:
a. use our Platform or its contents in connection with any defamatory, obscene, threatening, malicious or otherwise objectionable purpose or material, or any other purpose or material in violation of any statute, rule or regulation in any jurisdiction to which you are subject;
b. use our Platform or its contents in any way that violates or infringes the right of a third party, including, without limitation, contractual, moral, or privacy rights;
c. interfere or attempt to interfere with our Platform including, “flooding” of networks, deliberate attempts to overload a service, attempts to “crash” us and taking any action that imposes an unreasonable or disproportionately large load on the our Platform or the associated infrastructure;
d. circumvent, or attempt to circumvent, user authentication or security measures (“cracking”) of our Platform or any of the accounts any person, including, accessing data and/or information not intended for you, logging into an account you are not expressly authorised to access or in a manner which is not authorised by us;
e. use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine”, “crawl” or in any way gather our Platform and its contents or reproduce or circumvent the navigational structure or presentation of our Platform;
f. violate any applicable laws, rules or regulations in connection with your access or use of our Platform or its contents;
g. develop, distribute or sell any software or other functionality capable of launching, being launched from or otherwise integrated with our Platform; or
h. remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in our Platform or its contents.
3.5 Our Platform and its contents and all proprietary and intellectual property rights associated therewith, whether registered or not, are protected by law and owned by or licensed to us. You acknowledge that you have no right, title, or interest in and to our Platform or its contents, and you agree not to challenge the validity of our ownership of or our rights to our Platform or its contents.
3.6 The trademarks, logos and service marks (“Marks”) displayed on the Platform are the property of Brightspot and other parties. Users are prohibited from using any Marks for any purpose including but not limited to use as metatags on other pages or sites on the World Wide Web without the written permission of Brightspot or such third party which may own the Marks. All information and content including any software programs available on or through the Platform (“Content”) is protected by copyright. Users are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any Content available on or through the Platform for commercial or public purposes.
4.1 You acknowledge and agree that the quality and functioning of our Platform on your mobile device is dependent on your mobile device, its operating system, and factors such as your geographical location and internet connectivity. You are solely responsible for obtaining a suitable mobile device installed with a compatible operating system, and the necessary connectivity services and/or equipment to access and use our Platform.
4.2 To enable us to provide the Platform to you, you consent to:
a. receiving electronic communications (including through push-notifications on your mobile device) associated with your use of our Platform.
c. us collecting and using your device’s technical data and associated information, to facilitate the provision and improvement of our Platform, software updates and product support.
4.3 You represent and warrant that you will:
a. provide us with all necessary information as may be required by us in order to provide you with products, services, and functions through our Platform;
b. comply with all applicable laws and regulations with respect to your activities in connection with our Platform; and
c. comply with all applicable security or encryption standards, rules, procedures and guidelines.
5.1 We have no obligation to provide any maintenance, support or other services in relation to our Platform, including providing any telephone assistance, documentation, error corrections, updates, upgrades, bug fixes, patches, and/or enhancements. However, if we do provide any updates, upgrade, bug fixes and/or patches, and/or enhancements in respect of our Platform, you shall install them and keep your installation of our Platform updated to the most recent release or version made available by us.
5.2 Notwithstanding and without prejudice to Clause 5.1, you may contact us at hello@getBrightspot.com for customer support or more information about us or our Platform. We will use reasonable efforts to address your queries, but do not warrant that your queries will be responded to within any time frame and/or satisfactorily answered.
6.1 For purposes of this Agreement, the term “Content” means any work of authorship and includes, without limitation, video, audio, photographs, images, illustrations, animations, logos, tools, written posts, replies, and comments, information, data, text, software, scripts, executable files, graphics, and interactive features. As between you and Brightspot, you retain ownership of all intellectual property rights to your Content, and Brightspot retains ownership of all intellectual property rights to its Platform and all Content made available through the Platform other than your Content. You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Platform or any Content made available through the Platform (other than your own Content). As a Subscriber of the Platform, you grant to Brightspot a worldwide, non-exclusive, royalty-free, fully-paid, irrevocable (other than a termination of this Agreement), transferable right and license to download, copy, store, view, display, perform, and analyze the Content uploaded and/or posted to Brightspot for (1) purposes of operating and providing the Platform and (2) Brightspot’s internal business purposes, including without limitation for analyzing usage of and improving its Platform.
6.2 THE CONTENTS OF OUR PLATFORM DO NOT PROVIDE OR PURPORT TO PROVIDE ANY PROFESSIONAL ADVICE, AND IS NOT TO BE RELIED UPON AS PROFESSIONAL ADVICE. WE DO NOT WARRANT OR REPRESENT THE TRUTH, ACCURACY, OR EFFECTIVENESS OF OUR CONTENT, OR THAT RELIANCE ON OUR CONTENT WILL LEAD TO ANY PARTICULAR RESULT, GOAL, OUTCOME, ACHIEVEMENT, OR OBJECTIVE. YOUR ACCESS TO AND USE OF THE CONTENTS OF OUR PLATFORM IS VOLUNTARY AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, WE DISCLAIM ALL LIABILITY AND YOU ARE SOLELY RESPONSIBLE FOR:a. YOUR RELIANCE ON SUCH CONTENT; ANDb. ANY LIABILITY, LOSS OR DAMAGE THAT YOU MAY INCUR THROUGH USE OF OR RELIANCE ON SUCH CONTENTS.
6.3 You may contact us with a request to remove content on our Platform if you have reasonable grounds to believe that the content:
a. is defamatory, obscene, threatening, malicious, incites hatred or contains any other objectionable material;
b. infringes intellectual property rights or any other proprietary rights or was posted in breach of confidentiality obligations; or
c. is illegal.
You shall provide us with the necessary information and documentation we require for us to assess whether your objections are valid. If we are convinced that your objections are valid, we will take steps to remove the content. You represent and warrant that all information provided in connection with such request by you shall be true, accurate and complete.
6.4 You will take appropriate steps, both before and while using the Service, to copy or backup and protect Your Data in case it is lost, altered or destroyed by using the Platform. You will be responsible for replacement, repair or recreation of Your Data in the event of a hardware, software, or Platform failure. Brightspot will not, under any circumstances, be responsible for any of these types of losses or damages.
6.5 The Platform may provide users with the ability to send messages to other users and non-users and to post messages and comments on the Platform. Brightspot is under no obligation to review any messages, information or content (“Postings”) posted on the Platform by users and assumes no responsibility or liability relating to any such Postings. Notwithstanding the above, Brightspot may from time to time monitor the Postings on the Platform and may decline to accept and/or remove any email or Postings. You understand and agree not to use any functionality provided by the Platform to post content or initiate communications that contain: Any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law. Advertisements or solicitations of any kind. Impersonate others or provide any kind of false information. Personal information such as messages which state phone numbers, social security numbers, account numbers, addresses, or employer references. Messages by non-spokesperson employees of Brightspot purporting to speak on behalf of Brightspot or containing confidential information or expressing opinions concerning Brightspot. Messages that offer unauthorized downloads of any copyrighted or private information. Multiple messages placed within individual folders by the same user restating the same point. Chain letters of any kind. Identical (or substantially similar) messages to multiple recipients advertising any product or service, expressing a political or other similar messages, or any other type of unsolicited commercial message. This prohibition includes but is not limited to a) Using Brightspot invitations to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; b) Using Brightspot to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and c) Sending messages to distribution lists, newsgroup aliases, or group aliases.
7.1 Certain features and content on our Platform are only available if you have an active paid subscription with us. Information on our current paid subscription plans, the subscription fees, and the content that may be accessible with such plans, may be found in our Platform. We may change these plans and fees from time to time. The changes will take effect when notified to you through our Platform; provided that if you have an active paid subscription, any changes in our subscription fees will only take effect from your next billing cycle.
7.2 You are required to pay the subscription fees corresponding to your selected subscription plan, in accordance with the payment method and process that you have selected on our Platform. All subscription fees are billed and payable in advance.
7.3 You are required to provide us with valid payment details (e.g. credit card information) corresponding to your selected payment method. Upon provision of your payment details, you authorise us to charge the fees for your selected subscription plan to you. Any taxes or transaction fees arising in connection with your select payment method shall be borne by you, and may be charged together with the subscription fees.
7.4 Your subscription commences only when we receive payment of the applicable subscription fees. Your subscription will renew automatically, at intervals corresponding to your selected subscription plan, until your subscription is cancelled. You will be billed for the applicable subscription fees according to such intervals.
7.5 You may cancel your subscription at any time via our Platform. Upon cancellation, your subscription will continue until the end of the subscription period for which we have received your payment including annual payments.
7.6 We may at any time terminate or suspend your subscription if we have not received payment of the applicable subscription fees. We may also terminate your subscription in accordance with Clause 13 below. In the event that we terminate your subscription without cause, you may seek from us a refund of your subscription fees, pro-rated with respect to the fees paid and the remaining period of subscription. Except as provided above, to the maximum extent permitted by applicable law, all subscription fees paid are non-refundable.
8.1 Our Platform may provide functionalities and services to allow you to obtain information about, and/or interact with, our content creators and procure their services, including e.g. events, content, training or mentoring services. Our content creators are independent of us and are not our employees or agents, and any services that they may provide to you are provided in their personal capacity.
8.2 For certain services provided by our content creators, we may, as a payment intermediary and agent for our content creators, collect payment from you for and on their behalf, through our Platform (and in accordance with such instructions presented on our Platform). Such payment facilitated by us for and on behalf of our content creators will in each case constitute payment by you to our content creators for the relevant service you have procured. Notwithstanding that we may operate as a payment intermediary between you and our content creators, our content creators are independent of and not related to us. Your procurement of services from our content creators is subject to separate terms as may be agreed between you and such content creators. WE DO NOT ENDORSE THE SERVICES FROM OUR CONTENT CREATORS, AND ARE NOT RESPONSIBLE AND DISCLAIM ALL LIABILITY FOR THEIR ACTS OR OMISSIONS, AND ANY DEALINGS BETWEEN YOU AND THEM, WHETHER OR NOT SUCH DEALINGS (OR PAYMENT FOR SUCH DEALINGS) HAVE BEEN FACILITATED OR CONDUCTED ON OR THROUGH OUR PLATFORM.
8.3 Where we are a payment intermediary for our content creators and the services you procure from them, you agree that:
a. if the services are cancelled after you have made payment, you may request for a return of your payment (less any applicable deductions for administrative and cancellation fees). If you cancel the services with less than three (3) working days’ notice, prior to the scheduled date for performance of the services, our content creators may impose a cancellation fee of up to fifty percent (50%) of the applicable service fees, which will be deducted from your payment; and
b. we will release your payment for the services to the relevant content creator after a period of [X] working days (“Dispute Period”) from when we are notified that the services have been performed. If there is a dispute between you and the content creator with respect to the services and we receive notification of a dispute within the Dispute Period, we will suspend release of the payment until resolution of such dispute. We are not responsible for and do not adjudicate disputes that may arise between you and any content creator with respect to such services. We deem a dispute to be resolved and will release payment when (a) you and the content creator reach agreement on how the payment is to be released; or (b) the dispute is resolved in accordance with an order from a court, tribunal, or authority of competent jurisdiction, following which we will release the payment in line with such agreement or order, after deductions for any applicable costs or fees.
9.1 Our Platform may contain hyperlinks to other websites, applications, or other locations that are not operated or maintained by us. These hyperlinks are provided for your convenience and we do not, in any circumstances, approve, endorse or accept any responsibility for these locations. Your use and/or access to these locations are entirely at your own risk.
9.2 Where appropriate, we use available technology to protect the security of transactions and communications made through our Platform. However, you acknowledge that there are inherent risks (including risks related to security, authenticity, integrity and confidentiality) in electronic communications, messaging and conducting transactions over electronic networks, including interference or interception by third parties. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, WE DISCLAIM LIABILITY FOR THE SECURITY, AUTHENTICITY, INTEGRITY OR CONFIDENTIALITY OF ANY TRANSACTIONS AND OTHER COMMUNICATIONS MADE THROUGH OUR PLATFORM.
10.1 OUR PLATFORM, INCLUDING ITS CONTENTS, IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, WE MAKE NO GUARANTEE, REPRESENTATION OR WARRANTY IN RELATION TO OUR PLATFORM (INCLUDING ITS CONTENTS),
a. REGARDING TIMELINESS, RELIABILITY, ACCURACY, COMPLETENESS, ACCESSIBILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUANTITY OF CONTENT, FREQUENCY OF UPDATES, OPERATION, EFFECTIVENESS, OR USEFULNESS;
b. THAT IT WILL BE CONTINUOUSLY AVAILABLE OR UNINTERRUPTED IN OPERATION;
c. THAT IT WILL NOT INFRINGE THE INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY;
d. THAT IT WILL BE ERROR-FREE, UNHACKABLE, UNCOMPROMISABLE AND/OR FREE OF ANY DATA BREACH OR UNAUTHORISED ACCESS (INADVERTENTLY OR INTENTIONALLY THROUGH INTERFERENCE OR INTERCEPTION BY THIRD PARTIES);
e. THAT IT WILL BE FREE OF INFECTION BY VIRUSES, BUGS, TROJANS, MALWARE, OR OTHER HARMFUL CODES, SOFTWARE, OR COMPONENTS OF BUGS.
f. THAT IT WILL OPERATE OR FUNCTION PROPERLY ON YOUR DEVICES OR OPERATING SYSTEMS, OR WILL NOT CAUSE ANY DAMAGE TO YOUR DEVICES OR OPERATING SYSTEMS; OR
10.2 WE WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, EXPENSE OR COSTS:
a. THAT YOU MAY INCUR AS A RESULT OF YOUR USING OR RELYING ON ANY DATA, CONCLUSION, STATEMENT, OPINION, REPRESENTATION OR INFORMATION ON OUR PLATFORM;
b. THAT YOU MAY INCUR AS A RESULT OF YOUR DEALING WITH A THIRD PARTY SERVICE PROVIDER (INCLUDING OUR CONTENT CREATORS) THROUGH OR IN CONNECTION WITH OUR PLATFORM;
c. RESULTING FROM ANY DELAY IN OPERATION OR TRANSMISSION, COMMUNICATION FAILURE, INTERNET ACCESS DIFFICULTIES OR MALFUNCTION OF EQUIPMENT OR SOFTWARE;
d. ARISING OUT OF OR IN CONNECTION WITH ANY UNAUTHORISED ACCESS TO YOUR ACCOUNT ON OUR PLATFORM;
10.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
a. WE WILL NOT BE LIABLE, IN ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF DATA, BUSINESS, PROFITS OR GOODWILL, LOSS OF USE, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF WE ARE AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM YOUR USE OF, ACCESS TO OR RELIANCE ON OUR PLATFORM AND ITS CONTENTS.
b. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR ISSUES WITH OUR PLATFORM AND ITS CONTENTS, OR ANY BREACH OF THESE TERMS BY US, SHALL BE TO UNINSTALL AND STOP USING OUR PLATFORM. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, WE ARE LIABLE TO YOU, OUR AGGREGATE LIABILITY TO YOU, REGARDLESS OF THE CAUSE OF ACTION, SHALL NOT, IN ANY EVENT OR FOR ANY REASON, EXCEED THE SUBSCRIPTION FEES PAID BY YOU TO US IN THE [SIX (6)] MONTH PERIOD PRECEDING THE INCIDENT GIVING RISE TO YOUR CLAIM AGAINST US.
11.1 You agree to indemnify us and our directors, officers, shareholders, employees, agents, sub-contractors, subsidiaries, joint ventures, employees and licensors (collectively the “Indemnified Persons”) in respect of any and all claims, losses, damages, expenses (including legal costs on a full indemnity basis), or liabilities (whether criminal or civil) and costs of settlement suffered or incurred by the Indemnified Persons or asserted against them in respect of:
a. any unauthorised access and use of our Platform by you;
b. any breach of these Terms by you;
c. our reliance on information, data or records provided by you in connection with your use of our Platform;
d. any dispute between you and a third party service provider (including our content creators) or another user of our Platform; and/or
e. the occurrence of any event due to your act, omission or default which comprises the security or integrity of our Platform or its contents.
12.1 You shall, at all times, keep confidential all information provided by us or on our behalf that is marked or is by its nature confidential or proprietary (“Confidential Information”). You shall not disclose or permit to be disclosed the Confidential Information to any third party without our prior written consent. These obligations of confidentiality do not apply to information that is publicly available, already in your possession without confidentiality restrictions or required to be disclosed by order of a court or the relevant governmental authorities.
13.1 We reserve the right to terminate your access to and/or use of our Platform, your account on our Platform, your subscriptions, and/or any licence or right that we grant to you, and without liability to you:
a. without cause, by providing you with fourteen (14) days prior notice; or
b. immediately without prior notice, if:
i. you are in breach or will be in breach of these Terms, and if the breach is remediable you have not remedied the breach to our satisfaction and within such time that we may reasonably stipulate;
ii. you have used or are using our Platform for any illegal or impermissible purpose or activity including any activity which may expose or potentially expose us to civil or criminal liability;
iii. we deem fit to do so for security reasons, or to protect our interests, the interests of our content creators, or the interests of other users of our Platform;
iv. we determine that your account is inactive; and/or
v. we are required to do so in compliance with any applicable law, or regulation, or we are ordered to do so by any enforcement, regulatory or other governmental authority.
14.1 Use of our Platform and these Terms are governed by the laws of Canada, without reference to conflicts of laws rules.
14.2 We are not liable for any loss, damage or penalty resulting from delays or failures in performance if the delay or failure results from events beyond our reasonable control (a “Force Majeure Event”). Force Majeure Events shall include, but are not limited to, acts of God, war, hostility, invasion, act of foreign enemies, rebellion, revolution, riots, civil war, disturbances, requisitioning or other acts of civil or military authority, laws, regulations, acts or orders of any governmental authority, body, agency or official, fires, inclement weather, rain or floods (however caused), strikes, lock-outs or other labour disputes, epidemics, outbreaks, embargoes, breakdown of equipment, plant or machinery (including, but not limited to, data centre, telecommunications systems and utility services) or other catastrophe.
14.3 If any provision in these Terms is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible, and the other provisions contained herein will remain in full force and effect. These Terms constitute the entire agreement between us in relation to the subject matter herein and supersede any and all prior or contemporaneous written or oral agreements or representations. Our failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right. Other than the Indemnified Persons, a person who is not a party to this these Terms shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce these Terms. You may not transfer or assign any of your contractual rights or obligations without our prior written consent. We may, by notice in writing to you, transfer or assign or novate any of our contractual rights and obligations.
14.4 Notwithstanding any other provisions of this Terms of Service, or any general legal principles to the contrary, any provision of this Terms of Service that imposes or contemplates continuing obligations on a party will survive the expiration or termination of this Terms of Service.
14.5 If any of these conditions are deemed invalid, void, or for any reason unenforceable, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the unenforceable condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition. From time to time Brightspot may offer special promotional offers which may or may not apply to your Brightspot account. Headings are for reference purposes only and do not limit the scope or extent of such section. This Terms of Service and the relationship between you and Brightspot will be governed by the laws of the Province of Alberta without regard to its conflict of law provisions. You and Brightspot agree to submit to the personal jurisdiction of the federal and provincial courts located in the Province of Alberta with respect to any legal proceedings that may arise in connection with this Terms of Service. The failure of Brightspot to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Brightspot does not guarantee it will take action against all breaches of this Terms of Service. Except as otherwise expressly provided in this Terms of Service, there shall be no third-party beneficiaries to this Terms of Service. This Terms of Service constitutes the entire agreement between you and Brightspot and governs your use of the Platform, superseding any prior agreements between you and Brightspot with respect to the Platform.Have any questions, feel free to contact us at support@getBrightspot.com