Terms of Service
- Certain Definitions.
- Provision of Service and Documentation.
- License Grant. During the Subscription Term and subject to the Terms (including any user limitations set forth in the Order Form), Brighthire hereby grants to Customer a limited, non-exclusive, non-transferable license, without the right to sublicense, to: (a) access and use the Service solely for Customer’s internal use up to the number of concurrent employees or contractors of Customer identified on the Order Form who Customer permits to access and use the Service subject to the terms of these Terms (“Authorized Users”) and (b) use the product documentation provided by Brighthire in connection with the Service (the “Documentation”) solely for Customer’s internal use in connection with Customer’s use of the Service.
- Restrictions. Customer will not use the Service or Documentation for any purpose beyond the scope of the license granted in these Terms. Without limiting the foregoing and except as otherwise expressly set forth in these Terms, Customer will not at any time, directly or indirectly: (a) use or access the Service or Documentation except as permitted hereunder; (b) use the Service or Documentation as a service bureau or otherwise for the benefit of a third party; (c) rent, lease, loan or otherwise in any manner provide or distribute the Service or any copy thereof to any third party; (d) misappropriate any data or information from the Service or Documentation; (e) disrupt the functioning of the Service; (f) otherwise act in a manner that interferes with Brighthire’s operation of the Service or with the use of the Service by others; (g) gain any unauthorized access to the Service or Documentation for any other purpose; (h) modify, decompile, reverse engineer, disassemble, remove, alter, circumvent, or otherwise tamper with the Service, Documentation, or any security technology, software, or rights management information contained within the Service or in any software used to enable the Service; (i) modify or remove any copyright, trademark or other proprietary rights notice on any software or other materials contained within the Service or Documentation; (j) access or use the Service to submit or transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature or to send any commercial solicitation or spam (whether commercial in nature or not); (k) exploit the Service in any unauthorized way whatsoever, including by trespass or burdening server or network capacity or Service infrastructure (including transmitting files containing viruses, corrupted files, spyware, adware, or any other software or programs, or deploying “spiders,” “web-bots,” “screen-scrapers,” or “web crawlers” that may damage or adversely affect server or network capacity or Service infrastructure); or (l) attempt, or encourage or assist any third party to do, any of the foregoing.
- Third Party Software. All or some portions of the Service, including open source software, may be provided under separate or additional terms and conditions (“Third Party Software”). Notwithstanding anything to the contrary in these Terms, any and all such Third Party Software is made available on an “as is” and “as available” basis without warranty or indemnity of any kind. To the extent there is a conflict between the terms and conditions applicable to such Third Party Software and these Terms, the Third Party Software’s applicable terms and conditions shall control.
Reservation of Rights. Brighthire reserves all rights not expressly granted to Customer in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Service or Documentation.
- Modification; Suspension. Brighthire will provide reasonable phone and email support during normal business hours (9 AM – 6 PM EST) relating to the use of the Service. Brighthire may modify the Service from time to time and will provide to Customer, at no additional cost, access to any new features developed during the Term and made generally available to all Brighthire customers. Brighthire may suspend Customer’s access to the Service if: (a) Brighthire needs to carry out emergency maintenance on the Service or Customer’s use of the Service presents an immediate and genuine threat to the security of the Service or the performance of the Service for other Brighthire customers; and/or (b) an Authorized User is using the Service in violation of Section 2.2 (each of (a) and (b), a “Service Suspension“). Brighthire shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Service following any Service Suspension. In cases of Service Suspensions, Brighthire shall use commercially reasonable efforts to resume providing access to the Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Brighthire will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User or third party may incur as a result of a modification or a Service Suspension, and Customer shall not be entitled to any refunds of any Fees on account of either.
- Customer Responsibilities. Customer is responsible and liable for all uses of the Service and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Terms, including without limitation any Customer Data. Without limiting the generality of the foregoing, Customer is responsible for (a) obtaining all necessary consents and providing all required notices if it (i) records or monitors telephone calls, video conferences, SMS messages, or other communications using the Services or (ii) sends text or SMS messages, telephone calls, or other communications through the Services; and (b) all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by Customer will be deemed a breach of these Terms by Customer. Customer will use reasonable efforts to make all Authorized Users aware of these Terms’ provisions as applicable to such Authorized User’s use of the Service and Documentation and will cause Authorized Users to comply with such provisions.
- Ownership and Data Rights.
- Ownership. Subject to Section 3.3, As between Brighthire and Customer: Customer owns all right, title and interest in and to any and all of its Customer Data.
- Customer License. Customer hereby grants to Brighthire a fully paid-up, royalty-free, worldwide, nonexclusive right and license, to use the Customer Data to perform its obligations under these Terms (including to provide the features and functionality of the Service to Customer), including the right to analyze Customer Data to improve and create new features (e.g., benchmarks and insights) for the Services. For the avoidance of doubt, Brighthire will only collect, use, retain, and disclose personal information for the purposes of providing the Services.
- Anonymous Data. All Anonymous Data will be owned by Brighthire, and Customer acknowledges and agrees that Brighthire may use, store, analyze and disclose the Anonymous Data before and after the term of these Terms for its business purposes, including (a) for its own internal, statistical and trend analysis, (b) to develop and improve the Services, and (c) to create and distribute data, reports and other materials regarding access and use of the Services. For clarity, nothing in this Section 3.3 gives Brighthire the right to publicly identify Customer as the source of any Anonymous Data without Customer’s prior written approval.
- Fees; Payment.
- Fees. Customer shall pay the fees set forth in the applicable Order Form in accordance with the payment terms set forth therein. Fees are non-refundable unless otherwise set forth in these Terms (including without limitation the applicable Order Form) or as required by Applicable Laws.
- Late Payments. Overdue payments will be subject to interest at the rate of one and one-half percent (1.5%) per month, or the maximum allowable under Applicable Laws, whichever is less, and Customer will indemnify and hold Brighthire harmless from and against any costs incurred in connection with its collection of any Fees or interest properly due hereunder.
- Taxes. Customer will be responsible for the payment of any and all local, state, federal, or foreign taxes, levies, and duties of any nature, including value-added, sales, use, and withholding taxes (“Taxes”). Customer is responsible for paying all Taxes, excluding only taxes based on Brighthire’s net income. If Brighthire has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 4.3, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Brighthire with a valid tax exemption certificate authorized by the appropriate taxing authority.
- Subscription Term and Termination.
- Effective Date and Subscription Term. Unless earlier terminated in accordance with this Section 5, these Terms and the license granted hereunder shall be effective as of the Effective Date and shall continue through the last remaining Subscription Term.
- Termination for Cause. Either party shall have the right to terminate these Terms immediately upon written notice to the other party: (a) if the other party breaches or fails to perform or observe any material term or condition of these Terms and such default has not been cured within thirty (30) days after written notice of such default to the other party; (b) if the Service becomes, in its entirety, subject to the circumstances described in Section 10.2(c); or (c) if the other party (i) terminates or suspends its business, (ii) becomes subject to any bankruptcy or insolvency proceeding under Federal or state statute, (iii) becomes insolvent or subject to direct control by a trustee, receiver or similar authority, or (iv) has wound up or liquidated, voluntarily or otherwise.
- Effect of Termination. Sections 1, 2.2, 2.3, 2.4, 2.6, 3, 4, 5.3, 6 (for three (3) years after termination or expiration of these Terms or, with respect to trade secrets, until such trade secrets are no longer protected as such under Applicable Laws), 7, 8, 9, 10.1 (solely with respect to claims arising during the Subscription Term), 10.2, 10.3, 10.4, 10.5, 10.6, 11, 12, and 13 shall survive termination of these Terms. If Customer terminates these Terms for cause under Section 5.2, then Brighthire will provide Customer a refund of the Fees paid for the then-current Subscription Term, prorated by a fraction the numerator of which will be the number of days during the Subscription Term during which Customer had access to the Service and the denominator of which will be the total number of days during the Subscription Term. Within five (5) days after termination of these Terms, the receiving party shall return to the disclosing party or, upon the disclosing party’s request, destroy, at the receiving party’s expense, all Confidential Information and materials containing any Confidential Information of the disclosing party and deliver to the disclosing party a certification, in writing signed by a duly authorized representative of the receiving party, that the Confidential Information and all copies thereof have been returned or destroyed, and their use discontinued; provided, however, that neither the receiving party nor any of its representatives shall be obligated to return or destroy Confidential Information to the extent it has been electronically archived by any such party in accordance with its data retention policies. Nothing contained herein shall limit any other remedies that either party may have for the default of the other party under these Terms nor relieve either party of any of its obligations incurred prior to such termination.
- Confidential Information; Nonuse and Nondisclosure. Each party, as a receiving party, agrees to retain in confidence the non-public information and know-how disclosed to it pursuant to these Terms which is either designated in writing as proprietary and/or confidential, if disclosed in writing, or if disclosed orally, is designated in writing (which may be via email) as confidential within thirty (30) days of the oral disclosure or should reasonably be understood to be confidential by the recipient (the “Confidential Information”). Notwithstanding any failure to so designate them, the Service, the Documentation and the Terms shall be Brighthire’s Confidential Information. Each party agrees to: (a) preserve and protect the confidentiality of the other party’s Confidential Information; (b) refrain from using the other party’s Confidential Information except as contemplated herein; and (c) not disclose such Confidential Information to any third party except to employees, officers, affiliates, controlling stockholders, agents, advisors, subcontractors and other representatives as is reasonably required in connection with the exercise of its rights and obligations under these Terms (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein). Each party agrees to immediately notify the other party of any unauthorized disclosure or use of any Confidential Information and to assist the other party in remedying such unauthorized use or disclosure by taking such steps as are reasonably requested. Notwithstanding the foregoing, Confidential Information shall not include information which is: (i) deemed Anonymous Data; (ii) already publicly known without breach of these Terms; (iii) discovered, created or independently developed by the receiving party without use of, or reference to, the Confidential Information of the disclosing party, as shown in records of the receiving party; (iv) otherwise known to the receiving party through no wrongful conduct of the receiving party, or (v) required to be disclosed by law or court order; provided that the receiving party shall provide prompt notice thereof and commercially reasonable assistance to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Moreover, either party hereto may disclose any Confidential Information hereunder to such party’s agents, attorneys and other representatives (and only subject to confidentiality obligations at least as protective as those set forth herein) or any court of competent jurisdiction as reasonably required to resolve any dispute between the parties hereto.
- Remedy. Each party agrees and acknowledges that any breach or threatened breach of this Section 6 may cause irreparable injury to the disclosing party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief against the threatened breach of these Terms or the continuation of any such breach by the receiving party, without the necessity of proving actual damages or posting any bond, in addition to any other rights or remedies provided by law.
- Suggestions and Improvements.
- Representations and Warranties.
- Performance Warranty; Sole and Exclusive Remedy. Brighthire hereby represents and warrants to Customer that: (a) during the Subscription Term the functionality of the Service will not be materially decreased from the functionality of the Service available as of the Effective Date (the “Performance Warranty”); and (b) Brighthire will use reasonable efforts consistent with industry standards designed to ensure that no viruses, spyware, malware, or similar items (“Malicious Code”) will be coded or introduced into the Service. Customer’s sole and exclusive remedy for Brighthire’s breach of its Performance Warranty will be to terminate these Terms and receive a refund in accordance with Section 5.3.
- Customer Representations and Warranties. Customer hereby represents and warrants that: (a) its use of the Service and Documentation will comply with all Applicable Laws; (b) it has all necessary rights, licenses and consents, and has provided all necessary notices required by Applicable Laws to submit, transmit, provide, receive, access and/or use its Customer Data, including any Personal Information therein, and any other content it provides, receives, accesses and/or uses through or in connection with the Service or Documentation; (c) it is solely responsible for clearing all rights and paying all licensing fees and other costs and expenses arising in connection with the Customer Data; and (d) the Customer Data and Brighthire’s use or distribution thereof as contemplated by these Terms will not result in (i) any violation of Applicable Laws or infringement or misappropriation of any rights of any third party, including without limitation any intellectual property right or privacy right, (ii) any liability from Brighthire to any third party, or (iii) the payment by Brighthire of any fees to any third party.
- Recordings and Communications Monitoring and Sending Messages. Customer represents and warrants that if Customer (a) records or monitors telephone calls, video conferencing, SMS messages, or other communications using the Services or (b) sends text messages, SMS messages, telephone calls, or other communications through the Services, then Customer will comply with all Applicable Laws prior to doing so and will secure all required prior consents and provide all required notices to send, record or monitor communications using the Services. Brighthire makes no representations or warranties with respect to recording, monitoring, or sending of telephone calls, SMS messages, or other communications. Customer acknowledges that these representations, warranties, and obligations are essential to Brighthire’s ability to provide Customer with access to communication, recording, and monitoring features that are part of the Services, and Customer further agrees to indemnify and defend Brighthire and its affiliates in accordance with the terms of Section 10 for claims and losses arising out of its breach of this Section 9.3.
- Warranty Disclaimer.
- General Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT: (A) BRIGHTHIRE, ON BEHALF OF ITSELF AND ITS LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (B) THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND BRIGHTHIRE AND ITS LICENSORS MAKE NO OTHER WARRANTY AS TO THE SERVICE.
- Results of Use of the Service. THE PARTIES ACKNOWLEDGE AND AGREE THAT THERE ARE CERTAIN RISKS INHERENT TO THEIR ENGAGEMENT HEREUNDER, AND THAT CUSTOMER’S USE OF, AND BRIGHTHIRE’S PROVISION OF, THE SERVICE MAY NOT RESULT IN ANY SPECIFIED RESULT. THE PARTIES ACKNOWLEDGE AND AGREE THAT INFORMATION PROVIDED VIA THE SERVICE IS INTENDED TO BE INFORMATIVE AND SHOULD NOT BE CONSTRUED AS ADVICE. ACCORDINGLY, BRIGHTHIRE HEREBY DISCLAIMS, AND CUSTOMER HEREBY EXPRESSLY RELIEVES BRIGHTHIRE FROM, ANY CLAIMS, DAMAGES, COSTS, OR LIABILITIES THAT MAY ARISE FROM OR RELATE TO ANY ACTS OR OMISSIONS MADE BY CUSTOMER BASED IN WHOLE OR IN PART BASED ON ANY INFORMATION PROVIDED VIA THE SERVICE.
- Brighthire Indemnity. Brighthire shall defend or settle, at its own option and expense, any suit, claim, action, or proceeding brought against Customer by a third-party to the extent based upon a claim that the Service infringes any U.S. copyright or trademark or misappropriates any U.S. trade secret of such third-party, and will pay such damages or costs as are finally awarded against Customer by a court (or mediator or arbitrator, if applicable) of competent jurisdiction or are agreed to in a settlement that are attributable to such claim (provided that Brighthire may not enter into any settlement or dispose of any claim in a manner that requires Customer to admit any liability or that places any material obligation on Customer without its prior written consent, not to be unreasonably withheld, conditioned, or delayed).
- Brighthire Options. Should the Service become, or in the opinion of Brighthire be likely to become, the subject of such an infringement claim, Brighthire may, at its option: (a) procure for Customer the right to use the Service at no cost to Customer; (b) replace or modify, in whole or in part, the Service to make it non-infringing; or (c) if neither (a) nor (b) are, in Brighthire’s sole and absolute discretion, commercially practicable, accept return of the Service, or remove the allegedly offending module thereof, and, refund the Fees paid for such Service or module by Customer, less an amount determined by multiplying the Fees paid for such Service or such module during the then-current Subscription Term by a fraction, the numerator of which is the number of months during the then-current Subscription Term during which Customer had use of the Service and the denominator of which is the total number of months during the then-current Subscription Term.
- Exclusions from Brighthire Indemnity. Brighthire assumes no liability hereunder for: (a) any method or process in which the Service may be used; (b) any compliance with Customer’s specifications; or (c) the combination, operation or use of the Service with non-Brighthire programs or data, and Customer shall defend, indemnify and hold harmless Brighthire and its officers, directors, employees, agents, successors and assigns against any claims, actions, damages, losses, and expenses (including reasonable attorneys’ fees) arising from any third-party action to the extent based upon a claim of any kind based on any of the foregoing factors in (a) through (c) (inclusive) above.
- Customer Indemnification. Customer shall defend, indemnify, and hold harmless Brighthire and its officers, directors, employees, agents, successors and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from or relating to: (a) Brighthire’s ingestion, commingling, processing, use, or distribution of the Customer Data as permitted hereunder; or (b) Customer’s or its Authorized Users’: (i) use of and access to the Service in a manner inconsistent with these Terms and Documentation; (ii) breach of Section 2, 9.2, or 9.3; or (iii) Customer’s negligence or willful misconduct.
- Indemnity Procedures. The party seeking indemnification (the “Indemnified Party”) must provide the party from whom indemnification is sought (the “Indemnifying Party”): (a) prompt written notice of the claim for which indemnification is sought (provided that a failure to provide such notice will not relieve the Indemnifying Party of its obligations hereunder except to the extent material prejudice results from such failure); (b) sole control over the defense and settlement of the claim (provided that the Indemnifying Party may not enter into any settlement or dispose of any claim in a manner that requires the Indemnified Party to admit any liability or that places any material obligation on the Indemnified Party without the Indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed); and (c) all reasonable cooperation, at the Indemnifying Party’s request and expense, in the defense and settlement of the claim.
- Sole Remedy for Infringement. THIS SECTION 10 SETS FORTH BRIGHTHIRE’S ENTIRE LIABILITY AND CUSTOMER’S SOLE REMEDY FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE SERVICE AND THIS AGREEMENT.
- Limitation of Liability. IN NO EVENT SHALL BRIGHTHIRE’S TOTAL AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO BRIGHTHIRE HEREUNDER DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. EXCEPT WITH RESPECT TO EXCLUDED CLAIMS, NEITHER BRIGHTHIRE NOR ITS LICENSORS WILL BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, ANTICIPATED SAVINGS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR, EXCEPT AS PROVIDED IN SECTION 9, FOR ANY CLAIM OR DEMAND BY ANY OTHER PARTY, HOWEVER CAUSED AND (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS) UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT THE AMOUNTS PAYABLE HEREUNDER ARE BASED IN PART ON THESE LIMITATIONS, AND FURTHER AGREES THAT THESE LIMITATOINS SHALL APPLY NOTWHITSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
- Compliance with Laws. Each party will comply with all Applicable Laws.
- Assignment. Neither party shall assign or otherwise transfer these Terms or any rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, to any third party without the other party’s prior written consent. Any purported transfer, assignment or delegation without such prior written consent will be null and void and of no force or effect. Notwithstanding the foregoing, each party shall have the right to assign these Terms to any successor to its business or assets to which these Terms relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Subject to this Section 13.1, these Terms shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns.
- Delays. In the event that either party is prevented from performing or is unable to perform any of its obligations under these Terms (other than any payment obligation) due to any Act of God, fire, government shutdown, casualty, pandemic or disease, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, material unavailability, or any other cause beyond the reasonable control of the party invoking this Section 13.2 (each a “Force Majeure Event”), and if such party shall have used its commercially reasonable efforts to mitigate its effects, such party shall give prompt written notice to the other party, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences.
- Governing Law; Submission to Jurisdiction. These Terms is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to these Terms or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
- Relationship of the Parties. Nothing in these Terms is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.
- Publicity. Customer hereby grants to Brighthire during the Subscription Term and for six (6) months following the expiration or termination of the Subscription Term, a non-exclusive, royalty-free, non-sublicensable license to use Customer’s Marks in Brighthire’s advertising, literature and websites for the purpose of identifying Customer as a current or former Brighthire client or affiliate. This license shall include the right to use quotes from Customer’s Authorized Users regarding their satisfaction with Brighthire and/or the Service. Customer shall have no right to use Brighthire’s Marks.
- Notices. All notices permitted or required under these Terms shall be in writing and shall be deemed to have been given: (a) when delivered in person (including by overnight courier); (b) three (3) business days after being mailed by first class, registered or certified mail, postage prepaid, to the address of the party specified in these Terms or such other address as either party may specify in writing; or (c) when delivered (receipt return requested) by email. All email notices, and an email copy of any paper notice, to Brighthire must be sent to email@example.com.
- Counterparts. These Terms may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
- Entire Agreement; Modification; Waiver; Severability. These Terms and any Order Form represents the entire agreement between the parties, and supersedes all prior agreements and understandings, written or oral, with respect to the matters covered by these Terms, and is not intended to confer upon any third party any rights or remedies hereunder. Customer acknowledges that it has not entered in these Terms based on any representations other than those contained herein. Except as otherwise provided herein, no modification of or amendment to these Terms, nor any waiver of any rights under these Terms, shall be effective unless in writing and signed by both parties. No online (click wrap, browse wrap, or other) posted terms, nor any ordering documents, apply. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default. If any provision of these Terms is held invalid or unenforceable under Applicable Laws by a court of competent jurisdiction, it shall be replaced with the valid provision that most closely reflects the intent of the parties and the remaining provisions of these Terms will remain in full force and effect.
“Anonymous Data” means Customer Data that is anonymized by Brighthire such that the resulting data does not contain any information identifiable or attributable to Customer or any individual and no longer meets the “personal information” definition under the California Consumer Privacy Act of 2018 or the “personal data” definition under the General Data Protection Regulation 2016/679.
“Applicable Laws” means all existing and future federal, state, provincial, regional, territorial and local laws, international treaties, statutes, statutory instruments, ordinances, regulations, rules, executive orders, supervisory requirements, directives, circulars, opinions, interpretive letters and other office releases, guidelines, and policies with the force of law, of or by any government, or any governmental authority, department, or agency thereof (including all federal and state banking laws, regulations, guidance, and policies), or any court of competent jurisdiction that are applicable to the parties in their performance of their obligations or exercise of their rights under these Terms, including the Telephone Consumer Protection act.
“Customer Data” means any data, documents, and other information Customer provides, posts, uploads, publishes, transmits or distributes on or through the Service and data generated by the Service based upon the foregoing.
“Effective Date” means the date on which the parties have mutually executed an Order Form.
“Fees” means the amounts payable by Customer to Brighthire pursuant to these Terms (including the applicable Order Form).
“Marks” means trade names, trademarks, service marks, trade dress, logos and other rights in indicia.
“Order Form” means any mutually executed order form incorporating the terms of these Terms.
“Service” means the services described on the Order Form.
“Subscription Term” means the subscription period identified on the Order Form.
Customer may choose to or Brighthire may invite Customer to submit comments or ideas about Brighthire’s products and services, including without limitation the Service and Documentation (“Feedback”). By submitting any Feedback, Customer agrees that its disclosure is gratuitous, unsolicited and without restriction and will not place Brighthire under any fiduciary or other obligation, and that Brighthire is free to use the Feedback without any additional compensation to Customer or anyone else, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. Customer further acknowledges that, by acceptance of Customer’s submission, Brighthire does not waive any rights to use similar or related ideas previously known to Brighthire, or developed by its employees, or obtained from sources other than Customer.