Terms & Conditions

Last Updated: July 5, 2012

1.  Acceptance of TermsWelcome to BrightContext. The following terms and conditions (the “Agreement”) form a binding agreement between You (“You”) and BrightContext. Please review the following terms carefully.  By using this Web site (the “Site”) in any way, including using, transmitting, downloading, or uploading any of the services or functionality (the “Service”) made available or enabled via the Site by BrightContext, or merely browsing the Site, You agree to these Terms of Service and the BrightContext Privacy Policy, which is incorporated herein by reference. If You do not agree with these terms, please do not use the Service. You may not use the Service, or accept these Terms, if (a) You are under the age of 13; (b) or not of legal age to form a binding contract with BrightContext; or (c) You are prohibited by law from receiving or using the Service.  If You are entering into these Terms on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to these Terms, in which case “You” or “Your” shall refer to such entity. The Service may also be subject to posted guidelines, rules or terms of service (“Additional Terms”).  If there is any conflict between these Terms and the Additional Terms, the Additional Terms take precedence in relation to the Service.  These Terms, and any applicable Additional Terms, are referred to herein as the “Terms.”

2.  Definitions.  Capitalized terms shall have the meanings set forth in this section or in the section where they are first used.

2.1   “Content” means, without limitation, any and all information, data, results, ideas, plans, sketches, texts, files, links, images, photos, video, sound, inventions (whether or not patentable), notes, works of authorship, articles, feedback, or other materials.

2.2  “Customer Content” means any Content provided, imported or uploaded to the Services by You or on Your behalf. This includes any application data transacted through the Service by customer applications.

2.3  “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

2.4  “Third Party Content” means any Content provided, imported or uploaded to the Service by a party other than the parties to this Agreement.

2.5  “Users” means Customer’s team members who are authorized to utilize the Service and who are provided with access to the Service by virtue of a password or the equivalent thereof.

3.   License Grant and Restrictions.

3.1  License Grant.  Subject to the terms and conditions of this Agreement, BrightContext grants You a non-exclusive, non-transferable license to use the Service solely for Your internal business purposes during the Term.

3.2  Build Applications. You may write a software application or website (an “Application”) that interfaces with the Services. You acknowledge that we may change, deprecate or republish application programming interfaces (APIs) and software development kits (SDKs) for any Service or feature of a Service from time to time, and that it is Your responsibility to ensure that calls or requests You make to or via our Service are compatible with then-current APIs for the Service. BrightContext will attempt to inform You of any changes with reasonable notice so You can adjust Your Application, but we are under no obligation to do so. SDKs are subject to additional terms separate from the license grant outlined above in section 3.1.

3.3  Limitations.  You agree that You will not: (a) permit any party to access and/or use the Service, other than the Users authorized under this Agreement; (b) rent, lease, loan, or sell access to the Service to any third party; (c) interfere with, disrupt, alter, translate, or modify the Service or any part thereof, or create an undue burden on the Service or the networks or services connected to the Service, including without limitation, any external websites that contain Third Party Content and that are linked to via the Service; (d) reverse engineer or access the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service; (e) without BrightContext’s express written permission, introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Service; (f) perform or publish any performance or benchmark tests or analyses relating to the Service or the use thereof; or (g) cover or obscure any page or part of the Service via HTML/CSS, scripting, or any other means, if any; (h) to access (or attempt to access) the administrative interface of the Services by any means other than through the interface that is provided by BrightContext in connection with the Services, unless you have been specifically allowed to do so in a separate agreement with BrightContext; (i) access the Service for the purpose of bringing an intellectual property infringement claim against BrightContext.  Except as expressly set forth herein, no express or implied license or right of any kind is granted to You regarding the Service or any part thereof.

3.4  Registration, Username and Password. You must provide accurate and complete registration information. You are responsible for maintaining the confidentiality of Your password and are solely responsible for all activities that occur under Your account. Actions taken using Your credentials shall be deemed to be actions taken by You, with all consequences including service termination, civil and criminal penalties. As such, You should protect Your authentication keys and security credentials. You agree (a) not to allow a third party to use Your account at any time; and (b) to notify BrightContext at support@brightcontext.com if You believe the security of Your account has been compromised. BrightContext reserves the right to terminate any account, which BrightContext reasonably determines may have been used by an unauthorized third party.

3.5  Intellectual Property.  The Service and all Intellectual Property Rights in the Service, and any of the BrightContext’s proprietary technology, including software, hardware, products, processes, algorithms, user interfaces, know-how, technologies, designs and other tangible or intangible technical material or information made available to You by BrightContext in providing the Service (the “BrightContext Technology”) is the exclusive property of BrightContext or its suppliers. You hereby assign to BrightContext any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You related to the Service, the Content or the BrightContext Technology.  Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Service or the BrightContext Technology, or any part thereof, including any right to obtain possession of any source code, data or other technical material relating to the BrightContext Technology.  All rights not expressly granted to You are reserved to BrightContext.

3.6  Trademarks.  For purposes of this Agreement, BrightContext hereby grants to You a limited, non-exclusive, non-transferable, non-sub-licenseable, revocable license during the Term of this Agreement to display the trade names, trademarks, service marks, logos, domain names of BrightContext (each, a “BrightContext Mark”) for the purpose of promoting or advertising that You use the Services, solely in accordance with the terms and conditions of this Agreement. In return You hereby grant BrightContext a limited, non-exclusive, non-transferable, non-sublicenseable license during the Term of this Agreement to display Your trade names, trademarks, service marks, logos, domain names and the like for the purpose of promoting or advertising that You use the Services. In using BrightContext Marks, You may not: (i) display a BrightContext Mark in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by BrightContext; (ii) use BrightContext’s Marks to disparage BrightContext or its products or services; or (iii) display a BrightContext Mark on a site that violates any law or regulation. Notwithstanding the above, BrightContext may determine in its sole discretion whether its marks may be used in connection with Your Application. Furthermore, we may modify any BrightContext Marks provided to You at any time, and upon notice, You will use only the modified BrightContext Marks and not the old BrightContext Marks. Other than as specified in this Agreement, You may not use any BrightContext Mark unless You obtain our prior written consent. All uses of the BrightContext Trademarks and goodwill associated therewith shall inure to the benefit of BrightContext.

3.7  Service Modification. BrightContext is constantly working in order to provide the best possible service to our customers. You acknowledge and agree that the form and nature of the BrightContext Services may change from time to time without prior notice to you. Changes to the form and nature of the BrightContext Services will be effective with respect to all versions of the BrightContext Services; examples of changes to BrightContext Services include without limitation changes to security improvements, added or removed functionality, and other enhancements.

4.  Payment.

4.1  Charges.  BrightContext is provided without charge up to certain limits. Usage above these limits requires You to pay all fees in accordance with the pricing and payment terms in effect at the time as available on the Site at http://www.brightcontext.com/pricing. All payment obligations are non-cancelable and all amounts paid are nonrefundable. BrightContext reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least thirty (30) days prior notice to You, which notice may be provided by email.

4.2  Billing and Renewal.  BrightContext charges and collects in advance for use of the Service.  BrightContext will automatically renew and bill Your credit card each renewal period as mutually agreed.  The renewal charge will be equal to the then-current price unless the BrightContext has given You at least thirty (30) days prior written notice of a fee increase. Fees for other services will be charged on an as-quoted basis.  Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate, if less.  BrightContext shall be entitled to withhold performance and discontinue service until all amounts due are paid in full.  BrightContext’s fees are exclusive of all taxes, levies or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties as well as all reasonable expenses and attorneys fees BrightContext incurs collecting late amounts.  To the fullest extent permitted by law, You waive all claims related to charges unless claimed within sixty (60) days after the charge.  Charges are solely based on BrightContext’s measurements of Your use of the Service, unless otherwise in writing. To the fullest extent permitted by law, any refunds are at the sole discretion of BrightContext and will be only in the form of credit for Service. You agree to provide BrightContext with complete and accurate billing and contact information.  This information includes Your legal company name, street address, email address and name and telephone number of an authorized billing contact.  You agree to update this information within ten (10) days of any change to it.  If the contact information You have provided is false or fraudulent, BrightContext may terminate Your access to the Service in addition to any other legal remedies.

5.  Customer Content and Conduct.

5.1  Customer Content.  You grant BrightContext a non-exclusive, worldwide, royalty-free and fully paid license (a) to use the Customer Content, as necessary, for purposes of providing the Service; and (b) to use Your trademarks, service marks, and logos as required to provide the Service. BrightContext reserves the right to collect information and data on how the Service is used by Customer and its Users and reserves the right to disclose to and share such information and data with third parties in an anonymous and aggregated form at its discretion. In no event will any such information and data personally identify Customer, any Users or any Applications. All rights in and to the Customer Content not expressly granted to BrightContext in this Agreement are reserved by You.

5.2  Customer Conduct.  You agree to comply with the BrightContext Acceptable Use Policy (“Acceptable Use Policy”) which is incorporated herein by reference and which may be updated from time to time.

5.3  Content Loss. Except as set forth below, BrightContext is not obligated to back up any Customer Content that is transmitted through the Service.  BrightContext therefore recommends that You create backup copies of any Customer Content posted on the Service at Your sole cost and expense.  You agree that any use of the Service contrary to or in violation of Your representations and warranties in this section constitutes improper and unauthorized use of the Service.  You agree that BrightContext may (but has no obligation to), in BrightContext’s sole discretion, remove or modify any Customer Content which it deems to violate Your representations and warranties in this section.  In the event of a loss of Customer Content caused by BrightContext, BrightContext will use commercially reasonable efforts to recover the Customer Content within ninety-six (96) hours of notification of loss.  BrightContext may perform recovery services for a loss of Customer Content not caused by BrightContext, conditioned upon Your acceptance of and compliance with any fees and terms we specify for such assistance.

6.  Third Party Content.  You represent and warrant that any Third Party Content that You use or have access to shall not (a) be copied, altered, or redistributed by You without the prior written consent of the owner of such Third Party Content; or (b) be used in any documents, reports, presentations or publications by You without the prior written consent and without attribution to the owner and/or author of such Third Party Content or to any other sources of such Third Party Content as may be appropriate.

7.  BrightContext Use of Information; Privacy.  BrightContext collects information and data on how the Service is used by customers and reserves the right to disclose to and share such information and data with third parties in an anonymous and aggregated form at its discretion.  The terms of BrightContext’s Privacy Policy, available at http://www.brightcontext/legal/privacy-policy.

8.  Copyright Policy.  BrightContext reserves the right to terminate its agreement with any customer who repeatedly infringes third party copyright rights upon prompt notification to BrightContext by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if You believe that a copyrighted work has been copied and posted via the Service in a way that constitutes copyright infringement, You shall provide BrightContext with the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work;

(b) an identification and location in connection with the Service of the copyrighted work that You claim has been infringed;

(c) a written statement by You that You have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law;

(d) Your name and contact information, such as telephone number or email address; and

(e) a statement by You that the above information in Your notice is accurate and, under penalty of perjury, that You are the copyright owner or authorized to act on the copyright owner’s behalf.  Contact information for BrightContext’s Copyright Agent for notice of claims of copyright infringement is as follows:

BrightContext Corporation
Attn: Copyright Agent
3801 N. Fairfax Dr.
Suite 10
Arlington, VA 22203
copyright@brightcontext.com

9.  Disclaimer.

9.1  Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED AS IS, AND BRIGHTCONTEXT MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SERVICE (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO CUSTOMER BY BRIGHTCONTEXT.  BRIGHTCONTEXT DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SERVICE SHALL BE UNINTERRUPTED OR ERROR-FREE.

9.2  Internet Delays.  THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. BRIGHTCONTEXT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

10.  Limitation of Liability.

10.1  Types of Damages.  TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL BRIGHTCONTEXT, ITS SUBSIDIARIES, PARTNERS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, SUCCESSORS, ASSIGNS, SUPPLIERS, OR AFFILIATES BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, USE OR GOODWILL, PERSONAL OR PROPERTY DAMAGE RESULTING FROM OR IN CONNECTION WITH BRIGHTCONTEXT’S PERFORMANCE HEREUNDER OR THE USE, MISUSE, OR INABILITY TO USE THE SERVICE OR OTHER PRODUCTS OR SERVICES HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, EVEN IF BRIGHTCONTEXT KNEW OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES.  IN NO EVENT SHALL BRIGHTCONTEXT BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.

10.2  Amount of Damages.  THE MAXIMUM LIABILITY OF BRIGHTCONTEXT ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF THE FEES PAID BY CUSTOMER TO BRIGHTCONTEXT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM OR TEN DOLLARS ($10).  THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE BRIGHTCONTEXT’S LIABILITY.  IN NO EVENT SHALL BRIGHTCONTEXT’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS.

10.3  Basis of the Bargain.  The parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy.  The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

11.  Indemnification. You agree to hold harmless and indemnify BrightContext, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “BrightContext and Partners”) from and against any third party claim arising from or in any way related to (a) Your breach of the Terms, (b) Your use of the BrightContext Services, (c) Your violation of applicable laws, rules or regulations in connection with the BrightContext Services, or (d) Your Content, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, BrightContext will provide You with written notice of such claim, suit or action. BrightContext agrees to promptly notify You of any claim subject to indemnification; provided that our failure to promptly notify You shall not affect Your obligations hereunder except to the extent that our failure to promptly notify You delays or prejudices Your ability to defend the claim. At our option, You will have the right to defend against any such claim with counsel of Your own choosing (subject to our written consent) and to settle such claim as You deem appropriate, provided that You shall not enter into any settlement without our prior written consent and provided that we may, at any time, elect to take over control of the defense and settlement of the claim.

12.  Termination and Suspension.

12.1  Term.  These Terms will continue to apply until terminated by either You or BrightContext as set forth below (the “Term”).

12.2  Termination by You.  If You want to terminate Your agreement with BrightContext, You may do so by closing Your accounts for the Service, where BrightContext has made this option available to You.

12.3  Termination or Suspension by BrightContext. BrightContext may suspend Your right and license to use any or all Services or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to You), for any reason or for no reason, at its discretion at any time by providing You thirty (30) days advance notice. If BrightContext determines, in its sole discretion, that providing advance notice would negatively impact BrightContext’s business or operations, BrightContext may suspend Your right and license to use any or all Services or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to You), with no notice. You agree that BrightContext will not be liable to You or any third party for such termination.

12.4  Effect of Termination.  Termination of Your account includes: (a) removal of access to all offerings within the Service; (b) deletion of Your password and all related information; (c) barring of further use of the Service; (d) You remain liable for all fees, charges and any other obligations You have incurred through the date of termination with respect to the Services; and (e) all of Your rights under this Agreement shall immediately terminate. Upon expiration or termination, You shall promptly discontinue use of the Site and the Service.  However, the sections titled Intellectual Property, Payment, Customer Content License, Content Loss, Third Party Content, Disclaimer, Limitation of Liability, Indemnification, Modification and Termination and Miscellaneous of this Agreement will survive any termination of this Agreement.

12.5  Access to Customer Content On Termination.  In the event Your access to the Service is terminated (other than by reason of Your breach), BrightContext will make available to You a file of the Customer Content if requested in writing by You within fifteen (15) days after such termination. You agree and acknowledge that BrightContext has no obligation to retain the Customer Content, and may delete such Customer Content, at any time on or after the sixteenth (16th) day following termination. BrightContext reserves the right to withhold, remove and/or discard Customer Content, without notice, for any breach, including, without limitation, Your non-payment. Upon termination for cause, Your right to access or use Customer Content shall immediately cease, and BrightContext will have no obligation to maintain or provide any Customer Content.

12.6  Suspension.  Upon our suspension of Your use of any Services, in whole or in part, for any reason: (i) fees will continue to accrue for any Services that are still in use by You, notwithstanding the suspension; (ii) You remain liable for all fees, charges and any other obligations You have incurred through the date of suspension with respect to the Services; and (iii) all of Your rights with respect to the Services shall be terminated during the period of the suspension.

13.  Changes to This Agreement.  BrightContext may change the Terms from time to time at its sole discretion, and if BrightContext makes any substantial changes, we will notify You by sending an email to the last email address You provided to us and/or by posting notice of the change on the Site.  Any material changes to these Terms will be effective fifteen (15) calendar days following our posting of the changes on our Site, except when the changes apply to new functionality in which case the terms will become effective immediately. During this fifteen-day notice period, You may reject the changes by terminating Your account. These changes will be effective immediately for new users of our Site or Service. Your continued use of the Site or the Service constitutes Your acceptance of the changes.  Please regularly check the Site to view the then-current Terms.

14.  Miscellaneous.

14.1  Governing Law and Venue.  These Terms and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Virginia, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.  Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for the county in which BrightContext’s principal place of business is located for any lawsuit filed there against Customer by BrightContext arising from or related to these Terms.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. The laws of the jurisdiction where Customer is located may be different from Virginia law.  Customer shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Service hereunder.

14.2  Arbitration Agreement and Jury Trial Waiver, Class Action Waiver, and Forum Selection. All controversies, disputes, demands, counts, claims, or causes of action between You and BrightContext arising out of, under, or related to these Terms of Use or our privacy practices (including any action we take or authorize with respect to information about or provided by You) shall be settled exclusively through binding arbitration.

(a)  Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law.  The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”).  As modified by these Terms of Use, and unless agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).

(b)  You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend Your rights under this contract EXCEPT for matters that may be taken to small claims court.  Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.  You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT.  Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

(c)   You and BrightContext must abide by the following rules: (a) for any claim that could otherwise be brought in small claims court, the arbitration shall be conducted solely based on written submissions and, if the arbitrator deems it appropriate, a telephonic hearing; (b) if the claim exceeds what can be recovered in a small claims court, the arbitration shall be conducted solely based on written submissions or a telephonic hearing, unless the arbitrator deems a face-to-face hearing is appropriate, in which case one should be held at a location agreed to by You and BrightContext, and if the parties cannot agree on a location for the hearing, the arbitrator will determine a location for the proceedings which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; (c) the arbitrator’s ruling is binding and not merely advisory; (d) ANY CLAIMS BROUGHT BY YOU OR BRIGHTCONTEXT MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (e) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, (f) in the event that You are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, BrightContext will pay as much of Your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (g) BrightContext also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (h) the arbitrator shall honor claims of privilege and privacy recognized at law; (i) a decision by the arbitrator (including any finding of fact and/or conclusion of law) against either You or BrightContext shall be confidential unless otherwise required to be disclosed by law or by any administrative body and may not be collaterally used against either of them in existing or subsequent litigation or arbitration involving any other person/BrightContext customer; and (j) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses.

(d)  Notwithstanding the foregoing, either You or BrightContext may bring an individual action in small claims court.  In addition, if You are a user outside of the United States, the dispute resolution provision in our Privacy Policy (if any), and not this arbitration provision, shall apply to any disputes related to privacy.  Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration provision.  Such claims shall be exclusively brought (unless such courts do not have personal jurisdiction in the dispute) in the courts located in Virginia.  Additionally, notwithstanding this arbitration provision, either party may seek emergency equitable relief before such courts in order to maintain the status quo pending the arbitrator’s ruling, and hereby agree to submit to the personal jurisdiction of such courts.  A request for interim measures shall not be deemed a waiver of the right to arbitrate.

(e)  With the exception of subparts (d) and (e) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein.  If, however, either subpart (d) or (e) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither You nor BrightContext shall be entitled to arbitration.  In the event this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action between You and BrightContext shall be exclusively brought in the state or federal courts specified in subsection “(d)” above.

(f)  For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, You may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.

14.3  Export.  Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from BrightContext, or any products utilizing such data, in violation of the United States export laws or regulations.

14.4  Local Laws.  BrightContext and its suppliers make no representation that the Service is appropriate or available for use in locations other than the United States.  If You use the Service from outside the United States, You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.  Any diversion of the Content contrary to United States law is prohibited.

14.5  Severability.  If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.  Without limiting the generality of the foregoing, Customer agrees that the section titled Limitation of Liability will remain in effect notwithstanding the unenforceability of any provision in the section titled Disclaimer.

14.6  Waiver.  Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

14.7  Translation. If BrightContext provides You with a translation of the English language version of this Agreement, the English language version of this Agreement will control if there is any conflict.

14.8  Remedies.  The parties acknowledge that any actual or threatened breach of the section titled License Grant and Restrictions will constitute immediate, irreparable harm to the non-breaching party for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.  If any legal action is brought to enforce these Terms, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.

14.9  No Assignment.  Customer shall assign, subcontract, delegate, or otherwise transfer these Terms, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign these Terms in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party.  These Terms shall be binding upon the parties and their respective successors and permitted assigns.

14.10  Force Majeure.  Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of these Terms if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

14.11  Independent Contractors.  Customer’s relationship to BrightContext is that of an independent contractor, and neither party is an agent or partner of the other.  Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of BrightContext.

14.12  No Endorsement. You understand and acknowledge that we are not certifying nor endorsing, and have no obligation to certify or endorse, any of the applications you build using the Service or Your Content.

14.13  Electronic Communications. We can only give You the benefits of our service by conducting business through the Internet, and therefore we need You to consent to our giving You Communications electronically. This Section informs You of Your rights when receiving Communications from us electronically.  For contractual purposes, You (i) consent to receive communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that we provide to You electronically satisfy any legal requirement that such Communications would satisfy if it were in writing.  Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of Your interactions and transactions with us. The foregoing does not affect Your non-waivable rights.  You may also receive a copy of these Terms of Use by accessing this Site.  You may withdraw Your consent to receive Communications electronically by contacting us in the manner described below. If You withdraw Your consent, from that time forward, You must stop using the Site and Services. The withdrawal of Your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between us prior to the time You withdraw Your consent.  Please keep us informed of any changes in Your email or mailing address so that You continue to receive all Communications without interruption.

14.14  Notices.  You are responsible for updating Your data to provide BrightContext with Your most current email address.  In the event that the last email address You have provided to BrightContext is not valid, or for any reason is not capable of delivering to You any notices required by these Terms, BrightContext’s dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described on the notice.  Any notice provided to BrightContext pursuant to these Terms should be sent to 3801 N. Fairfax Dr., Suite 10, Arlington, VA 22203.

14.15  Entire Agreement.  These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersede and merge all prior discussions between the parties with respect to such subject matters. No modification of or amendment to these Terms, or any waiver of any rights under these Terms, will be effective unless in writing and signed by an authorized signatory of Customer and an officer of BrightContext.