Term & Conditions
Last Updated: 24 February 2022
YOUR USE OF THE PROPRIETARY BRYTLYT SERVICE OFFERED AT https://brytlyt.io (THE “SERVICE”), IS SUBJECT TO THESE TERMS OF SERVICE. IN ORDER TO USE THE SERVICE, YOU MUST AGREE TO BE BOUND BY THESE TERMS OF SERVICE (“AGREEMENT”) WITH BRYTLYT LIMITED (“BRYTLYT”), GLOBE HOUSE, ECLIPSE PARK, SITTINGBOURNE ROAD, MAIDSTONE, KENT, ME13 3EN, UNITED KINGDOM. IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.
This Agreement governs your use of the Service however accessed, including via an Internet browser, smartphone, tablet, or other internet connected device. The BRYTLYT Privacy Policy (https://www.brytlyt.com/privacy-policy/) is incorporated herein by reference.
By signing up for the Service you confirm your acceptance of this Agreement and the limited warranty and limitation of liability set out in herein. Such acceptance is either on your own behalf or on behalf of any corporate entity which employs you or which you represent (a “Corporate Client”). In this Agreement, “you” includes both the reader and any Corporate Client. You confirm that (a) you are duly authorized to represent the legal entity under which the Corporate Client operates and any affiliates of the Corporate Client who will be using the Service, (b) you accept the terms of this Agreement on behalf of such legal entity and affiliates, and (c) any references to “you” in this Agreement refer to such legal entity, affiliates and all of the employees, consultants and agents of those respective parties. You are responsible for all activity on the Service that occurs under your account. If you do not accept the terms and conditions of this Agreement, you should not create an account.
Term and Termination
1.1 This Agreement will remain in effect for as long as you have an active credits for the Service (the “Term”).
1.2 Credits purchased by you commence on the start date specified when you complete the initial payment process and continue for the term selected at the time of payment. If you add additional credits for a new BRYTLYT service at a later date, the new service will commence on the start date specified at the time you added the new service and continue for the term selected at that time. If you would like a separate instance of the Service for an affiliate, that affiliate must purchase its own credits to access the Service and separately accept these Terms of Service.
1.3 You are solely responsible for the proper cancellation of the Service. You may cancel at any time by emailing accounts@brytlyt.com.
1.4 BRYTLYT may suspend your access to the Service and terminate this Agreement and your use of the Service at any time in the event you materially breach this Agreement (including failure to pay, which may occur if your credit card cannot be charged) and you do not cure such breach within 30 days of BRYTLYT providing you with written notice of such breach (including notice by email. Notwithstanding the foregoing, BRYTLYT may immediately suspend or terminate your access to the Service without liability if you are in violation of Sections 3.1, 3.5 or 13 of this Agreement, as determined by BRYTLYT in its sole discretion. BRYTLYT may also downgrade, suspend or terminate your access to the Service without liability, after providing you with 30 days’ advance written notice, if (a) you fail to affirmatively agree to material modifications of this Agreement pursuant to Section 2.1 below, or (b) you do not log in to or otherwise use the Service for a period of 180 days or more if you have a paid account and for a period of 60 days or more if you have a free account. For instances other than non-payment or violation of Section 2.1, in the event you cancel the Service, or this Agreement is terminated by BRYTLYT or you, BRYTLYT will refund to you any prepaid fees covering any period of the Term remaining after the effective date of termination. Notice via email from BRYTLYT will be sent to you at the email address you have provided to us. BRYTLYT reserves the right to manage its client profile, the risks it will assume, the industries it will serve, and the locations where it will do business, including choosing to not provide services to certain groups parties, industries, or companies, or in certain countries, in its sole discretion.
2.5 Data downloads and deletion. In the event your account is terminated, other than in instances where it is terminated by BRYTLYT for your non-payment or violation of Sections 4.1 or 13, you will continue to have the ability to download the information provided, inputted or uploaded to your databases in the BRYTLYT Service by you or on your behalf (“Data”) for 30 days after the effective date of expiration or termination of your account. After such 30-day period or if your account is terminated due to your non-payment or violation of Section 3.1, BRYTLYT shall have no obligation to maintain any Data and shall thereafter, unless legally prohibited to do so, or required pursuant to Additional Terms, delete all of your Data contained in the BRYTLYT Service.
Modification of Service or this Agreement
2.1 The Service may be made available in free or paid versions at different levels. Not all features and functionality of the Service may be available in each version or level. BRYTLYT reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the Service on a temporary or permanent basis, without liability to you or any third party.
2.2 BRYTLYT may modify or update this Agreement at any time. In the event BRYTLYT determines it is necessary to make a material modification to this Agreement, you will be notified of such change and asked to affirmatively agree to such modified version of the Agreement. Note, however, that your use of the Service after modifications to the Agreement become effective constitutes your binding acceptance of such changes. You may review the most current version of this Agreement at: https://www.brytlyt.com/terms-of-service/.
2.3 If you are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, you agree that your sole and exclusive remedy is to terminate your account and discontinue use of the Service.
Usage Rights; Restrictions; Support
3.1 During the Term, BRYTLYT grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and use the hosted software products and related documentation included in the Service and all modifications and/or enhancements to any of the foregoing (collectively, the “Software”) via a web browser or other device owned or controlled by you for your internal business use. Nothing in this Agreement obligates BRYTLYT to deliver or make available any copies of computer programs or code from the Software to you, whether in object code or source code form. You agree to use the Service only in compliance with all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”). You shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to:
use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise objectionable as reasonably determined by BRYTLYT;
use the Service for any fraudulent or inappropriate purpose, or in a manner for which it is not intended to be used (as determined by BRYTLYT in its sole discretion);
attempt to decipher, decompile, delete, alter or reverse engineer any of the Software;
duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of BRYTLYT;
use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service other than copying or exporting of the Data as contemplated in the documentation; or
rent, lease, distribute, or resell the Software, or access or use the Software or Services for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service.
3.2 BRYTLYT shall: (i) provide you with basic support in connection with your use of the Service at no additional charge, and with upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (which BRYTLYT shall schedule to the extent practicable after business hours UTC (Coordinated Universal Time on Thursdays), (b) any unavailability caused by circumstances beyond BRYTLYT’s reasonable control, including, but not limited to, acts of God, acts of government, floods, fires, earthquakes, pandemics, civil unrest, acts of terror, strikes or other labour problems (other than those involving our employees), Internet service provider failures or delays, or denial of service attacks, or (c) as necessary to update the Service to ensure its security and integrity and (iii) provide the Service only in accordance with Applicable Law. BRYTLYT’s hours for in person support via email and chat are 7:00 a.m. to 4:00 p.m., UTC, on weekdays, in the English language. Also, while BRYTLYT would like to offer the Service in a manner that accommodates all customers in their native language, this is not practical considering the constant updating we do with our Service, the vast number of languages spoken and read in the world, and the localizations that would be required. BRYTLYT therefore provides its Service in English.
3.3 BRYTLYT shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Service, and the security of your Data. BRYTLYT shall not (a) disclose your Data except as compelled by Applicable Law or as you expressly authorize in writing, or (b) access your Data except to provide the Service and prevent or address service or technical problems, or at your express request in connection with customer support matters. In the event BRYTLYT is compelled by Applicable Law to disclose your Data, we will provide you with notice thereof, (in advance, if possible) if permitted by Applicable Law.
3.4 You are solely responsible for your Data, and all uses of your Data that occur through your account.
3.5 You must use efficient programming, which will not cause an excessive number of requests to be made in too short a period of time, as-determined solely by BRYTLYT. If this occurs, BRYTLYT reserves the right to suspend or terminate your BRYTLYT account.
Payment Terms
4.1 YOUR PAYMENT FOR THE SERVICE IS PAYABLE BY DEBIT OR CREDIT CARD, YOUR CARD WILL BE CHARGED ON PURCHASING CREDITS TO USE THE SERVICE. BRYTLYT will email you a receipt when your card has been charged. If your card cannot be charged, BRYTLYT will notify you and you will need to update your payment information. In the event you do not update your payment information within 22 days of BRYTLYT’s notice, your access to the Service may be suspended and you will need to update your card information in order to resume use of the Service.
4.2 All fees are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes (VAT) which BRYTLYT may be required to collect from you and remit to appropriate taxing authorities, you are solely responsible for payment of all such taxes or duties.
4.3 BRYTLYT may at any time, upon notice of at least 90 days, or a longer period if required by Applicable Law, change the price of the Service or any part thereof, or institute new charges or fees. If you do not agree to any such price changes, then you must cancel your account and stop using the Service prior to the purchasing credits for which the price change applies.
Intellectual Property Rights
5.1 As between the parties, BRYTLYT owns and shall retain all right, title and interest in and to (a) the Software and the Service, including all intellectual property rights therein, and (b) all transactional and performance data related to your use of the Service. BRYTLYT may collect, use and disclose all such transactional and performance data for its business purposes (including software use optimization and product marketing) provided that such use does not reveal your identity, any of your confidential information or any personally identifiable information that belongs to you or your employees.
5.2 You retain all right, title and ownership interest in and to your Data. BRYTLYT has no right, title or interest in any personally identifiable information contained in or related to your Data. If you are a consultant to the client of BRYTLYT and provide services to such client that include or involve accessing and/or using the Data, you acknowledge that you do not own or have any rights or interests in the Data except as authorized by the client of BRYTLYT and that such client is the owner of the Data in the BRYTLYT Service. You further acknowledge and agree that BRYTLYT may follow the instructions of the client regarding the Data including removing your access to the Data and/or reassigning your roles and permissions related to the Data.
5.3 You have no obligation to give BRYTLYT any suggestions, enhancement requests, recommendations, comments or other feedback (“Feedback”) relating to the Service. To the extent you provide any Feedback to BRYTLYT, the Feedback will not be considered confidential or proprietary, and BRYTLYT may use and include any such Feedback to improve the Service or for any other purpose. Accordingly, if you provide Feedback, you agree that BRYTLYT shall own all such Feedback, and BRYTLYT and its affiliates, licensees, clients, partners, third-party providers and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Service or other related technologies, and you hereby assign all rights in such Feedback to BRYTLYT.
5.4 From time to time during the Term, BRYTLYT may develop, author or prepare custom documents, designs, computer programs, computer documentation and other tangible materials (“Deliverables”) for you pursuant to agreement between you and BRYTLYT. BRYTLYT shall own and retain all right, title and interest in and to such Deliverables and hereby grants to you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license for you to use such Deliverables for your internal use only during the Term. BRYTLYT may reuse any Deliverables, provided that such use does not reveal your identity, your confidential information or any personally identifiable information that belongs to you or your employees.
Confidential Information
6.1 As used herein, “Confidential Information” means all non-public information disclosed by BRYTLYT, its affiliates and licensors that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential. Confidential Information includes (a) non-public information relating to ideas, features, functions, organization, structure, graphics, or user interfaces of the Software, and (b) performance benchmarks and other test results of the Software. Confidential Information does not include any information that you can document (i) is or becomes publicly available without breach of this Agreement, (ii) was known to you at the time of your receipt from BRYTLYT, (iii) is received from a third-party that is not subject to an obligation of confidentiality or whose disclosure of such information is not in violation of applicable law, or (iv) is independently developed by you without reference to Confidential Information. You may use Confidential Information only in connection with your use of the Service and documentation as permitted under this Agreement. You will take all reasonable measures to protect Confidential Information from unauthorized disclosure, dissemination or use using the same degree of care you use to protect your own confidential information of a similar nature, but in no event less than a reasonable degree of care.
Publicity
7.1 Unless otherwise agreed to by you and BRYTLYT, during the Term, BRYTLYT may disclose your name as a customer of BRYTLYT and/or subscriber to the Service, and you hereby grant BRYTLYT the right to display your name, company, and logo in BRYTLYT’s marketing materials and on BRYTLYT’s public website, in each case in accordance with any branding guidelines you may provide to BRYTLYT.
User Content
8.1 Certain features of the website may enable users to submit, upload, post, share, or display (hereinafter, “post”) comments or content, as well as to interact with others through user comment areas, message boards, direct messages, BRYTLYT’s blog, and similar user-to-user areas, as applicable (such comments and content shall be collectively referred to as “User Content”). User Content includes any comments or reviews you provide to BRYTLYT, whether through customer support or otherwise, about the Service but excludes all Data.
8.2 You hereby grant to BRYTLYT an irrevocable, perpetual, non-exclusive, transferable, sublicensable, assignable, royalty-free, worldwide right and license to use, reproduce, display, perform, distribute, and prepare derivative works of any User Content you post on our website or about the Service for any purpose and in all forms and all media, whether now known or that become known in the future, and you waive any and all claims that you may have now or may hereafter have in any jurisdiction to any moral rights and all rights of “droit moral” in your User Content. If you post User Content, you represent and warrant to BRYTLYT that you own or control all rights in and to such User Content and have the right to grant the rights above to BRYTLYT.
Warranties and Limitation of Liability
9.1 BRYTLYT represents, warrants, and covenants as follows: (a) the Service will perform substantially in accordance with the specifications generally provided by BRYTLYT in connection with the Service (“Documentation”); (b) the provision of the Service will comply with all privacy and data protection laws applicable to its business; (c) it will not sell Personal Information provided by you, and it will retain, disclose, or use Personal Information provided by you only for purposes of providing the Service; and (d) any professional services performed for you by BRYTLYT will be performed in a professional and workmanlike manner, with the degree of skill and care that is required by sound professional procedures and practices.
9.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTIES PROVIDED ABOVE, BRYTLYT HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. BRYTLYT DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.
9.3 EXCEPT FOR (I) A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR (III) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, AND (B) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE FEES COLLECTED BY BRYTLYT FROM YOU PURSUANT TO THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
Security Breach
10.1 External Breach: In the event of an accidental, unauthorized or unlawful destruction, loss, alteration, disclosure of, or access to, personal data (a “Security Breach”), that impacts the personal data you maintain through the BRYTLYT Service, and which is perpetrated by anyone other than your employees, contractors or agents, upon discovery of such Security Breach, BRYTLYT will: (a) initiate remedial actions that are in compliance with Applicable Law and consistent with industry standards; and (b) in accordance with Applicable Law, notify you of the Security Breach, its nature and scope, the remedial actions BRYTLYT will undertake, and the timeline within which BRYTLYT expects to remedy the Security Breach. You will be responsible for fulfilling your obligations under Applicable Law.
10.2 Internal Breach: In the event of a Security Breach, as defined by Applicable Law, which is perpetrated by your affiliate, employee, contractor or agent, or due to your failure to maintain your systems, network or Data in a secure manner, you shall have sole responsibility for initiating remedial actions and you shall notify BRYTLYT immediately of the Security Breach and steps you will take to remedy such breach. In our sole discretion, we may take any action, including suspension of your access to the Service, to prevent harm to you, us, the Service, or other third parties. You waive any right to make a claim against us for losses you incur that may result from our actions.
Indemnification
11.1 You agree to indemnify, defend and hold harmless BRYTLYT, and its subsidiaries, affiliates, officers, directors, agents, and employees from and against any costs, damages, expenses (including reasonable attorneys’ fees), judgments, losses and other liabilities (including amounts paid in settlement) (“Liabilities”) incurred as a result of any third-party action, claim, demand, proceeding or suit (“Claim”) to the extent arising from or in connection with (a) your use of the Software and/or Service in violation of this Agreement, (b) any employment decision or action you take due to information available through or your use of the Service.
11.2 BRYTLYT agrees to indemnify, defend and hold harmless you, and your affiliates, officers, agents, and employees from and against any Liabilities incurred as a result of any third-party Claim to the extent arising from or in connection with an allegation that your use of the Software and/or Service in accordance with this Agreement infringes the intellectual property rights of a third party. Notwithstanding the foregoing, in no event shall BRYTLYT have any obligations or liability arising from: (a) use of the Software and/or Service in a modified form or in combination with materials or software not furnished by BRYTLYT, and (b) any User Content, information or Data provided by you, your end users, or other third parties.
11.3 A party seeking indemnification hereunder shall (a) promptly notify the other party in writing of the Claim, (b) give the indemnifying party sole control of the defence of such Claim and all negotiations for the compromise or settlement thereof (provided that if any settlement requires any action or admission by the indemnified party, then the settlement will require the indemnified party’s prior consent), and (c) provide the indemnifying party with all reasonable cooperation, information and assistance in connection with such Claim; provided, however, that failure by the indemnified party to provide prompt notice of a Claim, grant such sole control, and/or provide such cooperation, information and assistance, shall not relieve the indemnifying party of its obligations under this Article 11, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party may be represented by its own counsel, at its own expense.
Governing Law; Jurisdiction
12.1 This Agreement shall be governed by and construed in accordance with the substantive laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or in relation to this Agreement and that the laws of England and Wales shall govern such controversy or claim.
Compliance with Laws; Disclaimers
13.1 Each Party shall comply with all Applicable Laws in connection with its own activities under this Agreement. The Service can be configured and used in ways that do not comply with Applicable Laws and it is your sole responsibility to ensure that your employees’ use and your use of the Service complies with and is in accordance with Applicable Law. In no event shall BRYTLYT be responsible or liable for your failure to comply with Applicable Law in connection with your use of the Service.
13.2 BRYTLYT does not provide its customers with legal advice regarding compliance, data privacy or other relevant Applicable Laws in the jurisdictions in which you use the Service, and any statements made by BRYTLYT to you shall not constitute legal advice.
13.3 You acknowledge that BRYTLYT exercises no control over your use of the Service. BRYTLYT hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the Service by you and/or your employees, contractors or agents.
This Agreement gives you specific legal rights and you may also have other rights that vary from country to country. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the above limitations and exclusions may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the above limitations and exclusions shall apply to the fullest extent permitted by the laws of such applicable jurisdictions.
13.4 You will comply with all applicable laws, rules, and regulations governing export of goods and information, including the laws of the countries in which the Software was created (England and Poland). In particular, you will not export or re-export, directly or indirectly, separately or as a part of a system, the Software or other information relating thereto to any country for which an export licence or other approval is required, without first obtaining such licence or other approval.
13.5 You represent and warrant that (a) you are not located in a country that is subject to a U.K. Government embargo, or that has been designated by the U.K. Government as a “terrorist supporting” country; and (b) you are not listed on any U.K. Government list of prohibited or restricted parties.
General Provisions
14.1 Entire Agreement. This Agreement encompasses the entire agreement between you and BRYTLYT with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. No purchase order or other form submitted by you will modify, supersede, add to or in any way vary the terms of this Agreement.
14.2 No Waiver. The failure of BRYTLYT to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
14.3 Severability. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to reasonably effectuate the intention of the parties and shall not affect the validity and enforceability of any remaining provisions.
14.4 Survival. The provisions of this Agreement that should, by their nature survive termination and/or expiration, shall and do survive such termination and/or expiration.
14.5 Assignment. You may not assign or otherwise transfer any of your rights or obligations under this Agreement without BRYTLYT’s prior written consent, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. Any assignment in violation of the foregoing will be null and void.
14.6 No Legal Advice; Reliance. No part of this Agreement is intended or shall be construed as legal advice. BRYTLYT shall not be liable for any errors or omissions in the content of this Agreement or for any actions taken in reliance thereon.
14.7 No Third-Party Beneficiaries. Subject to Section 14.1, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.
Contact Information
15.1 If you have any questions about the Service or this Agreement, you may email us at accounts@brytlyt.com, or write to us at:
BRYTLYT LIMITED
GLOBE HOUSE, ECLIPSE PARK
SITTINGBOURNE ROAD
MAIDSTONE, KENT, ME13 3EN
UNITED KINGDOM
