Terms of Service

1. Acceptance of These Terms

These Terms of Service (the “Terms”) form a binding agreement between you and whiausbon, LLC dba Brightproof (“Brightproof,” “we,” “us,” or “our”) governing your access to and use of the Brightproof platform, website, and related services (collectively, the “Service”). By creating an account, accepting an invitation to a workspace, or otherwise using the Service, you agree to these Terms. If you are agreeing on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to both you and that organization.

If you do not agree to these Terms, do not use the Service.

2. The Service

Brightproof lets users upload creative assets (such as presentations, HTML content, images, and video), share them for review, collect comments and feedback, and track approval status among invited reviewers. We may add, change, or remove features from time to time.

3. Accounts

• Registration. To use the Service, you must create an account or be invited to one by an existing account holder. You agree to provide accurate, current information and to keep it up to date.
• Credentials. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Notify us immediately of any unauthorized use.
• Eligibility. You must be at least 18 years old and capable of forming a binding contract to use the Service.
• Workspace administrators. If you are invited to a workspace by an administrator, that administrator may control certain aspects of your access, including which projects and assets you can view, and may remove your access at their discretion.

4. Subscription Plans, Fees, and Payment

• Plans and pricing. Access to certain features requires a paid subscription. Current plans and pricing are described on our website or in the order form or plan details presented when you subscribe. We may offer different tiers with different features, usage limits, or numbers of seats.
• Billing cycle and auto-renewal. Subscriptions are billed in advance on a recurring basis (e.g., monthly or annually, as selected at signup) and automatically renew for successive periods of the same length unless you cancel before the renewal date.
• Payment method. You authorize us (or our designated payment processor) to charge your chosen payment method for all fees due. You are responsible for keeping your payment information current.
• Failure to pay. If a payment fails, we may suspend or downgrade your access to the Service until payment is received.
• Price changes. We may change our prices with at least 30 days' advance notice. Price changes take effect at your next renewal.
• Taxes. Fees are exclusive of applicable taxes, which you are responsible for unless we are required by law to collect them.
• Refunds. Except as expressly stated in these Terms or required by applicable law, fees are non-refundable.
• Free trials. If we offer a free trial, it will convert to a paid subscription at the end of the trial period unless you cancel before it ends, as described at the time the trial is offered.

5. Your Content

• Ownership. You retain all ownership rights in the content you upload to the Service — including files, presentations, images, video, comments, and annotations (“Your Content”). We claim no ownership over Your Content.
• License to us. You grant us a limited, worldwide, non-exclusive license to host, store, reproduce, process, transmit, and display Your Content solely as necessary to provide, maintain, and improve the Service — for example, rendering previews, generating notifications, and making Your Content available to reviewers you designate. This license ends when Your Content is deleted from the Service, except to the extent copies persist in routine backups for a limited period or as otherwise described in our Privacy Policy.
• Your responsibility. You are solely responsible for Your Content and for having all rights necessary to upload it and to share it with the reviewers you invite. You will not upload content that infringes someone else's intellectual property rights, violates any law, or that you do not have the right to share.
• Reviewer feedback. Comments, annotations, and approval decisions submitted by reviewers on an asset are shared with other authorized users of that project as part of the Service's core functionality.

6. Confidentiality of Your Content

We understand that much of what you upload — unreleased marketing materials, internal decks, pre-launch creative — is confidential. We will not disclose Your Content to anyone outside your organization's workspace except: (a) to the service providers described in our Privacy Policy, solely as needed to operate the Service; (b) to reviewers you or your workspace administrator invite; (c) as required by law or legal process; or (d) with your consent.

7. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation;
• Upload content that is defamatory, infringing, or that you do not have the right to share;
• Upload or transmit viruses, malware, or other harmful code;
• Attempt to gain unauthorized access to the Service, other users' accounts or content, or our underlying systems, or interfere with our security testing and monitoring processes;
• Probe, scan, or test the vulnerability of the Service without our prior written authorization;
• Scrape, crawl, or use automated means to access the Service outside of any API we provide;
• Reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent applicable law prohibits this restriction;
• Resell, sublicense, or provide access to the Service to any third party not authorized under your plan;
• Interfere with or disrupt the integrity or performance of the Service.

We may suspend or terminate access for any account we reasonably believe has violated this section.

8. Our Intellectual Property

The Service, including its software, design, features, and branding (excluding Your Content), is owned by Brightproof and our licensors and is protected by intellectual property laws. These Terms do not grant you any right to use our trademarks, logos, or branding without our prior written consent. If you submit feedback or suggestions about the Service, we may use them without obligation to you.

9. Third-Party Services

The Service relies on third-party infrastructure and service providers to operate — for example, hosting and database infrastructure, analytics, error monitoring, email delivery, and file-conversion tools. These are described in more detail, by category, in our Privacy Policy. Your use of the Service is also subject to that Privacy Policy, which is incorporated into these Terms by reference.

10. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRIGHTPROOF AND ITS OFFICERS, EMPLOYEES, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, OR GOODWILL, ARISING FROM YOUR USE OF THE SERVICE. OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THESE LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

12. Indemnification

You agree to defend, indemnify, and hold harmless Brightproof and its officers, employees, and service providers from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) Your Content; (b) your use of the Service in violation of these Terms; or (c) your violation of any law or third-party right.

13. Dispute Resolution; Arbitration Agreement; Class Action Waiver

Please read this section carefully — it affects your legal rights.

• Agreement to arbitrate. You and Brightproof agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved through binding, individual arbitration rather than in court, except as set out below. This includes disputes about the scope, interpretation, or enforceability of this arbitration agreement itself.
• Exceptions. Either party may bring an individual claim in small claims court, and either party may seek injunctive or other equitable relief in court to prevent misuse of intellectual property or unauthorized access to the Service.
• Class action waiver. You and Brightproof agree that any arbitration or proceeding will be conducted only on an individual basis and not as a class, collective, or representative action.
• Arbitration provider and rules. Arbitration will be administered by the American Arbitration Association (AAA) under its applicable rules, and will take place in Tarrant County, Texas or another mutually agreed location, or may be conducted remotely/by written submission where the provider's rules allow.
• Opt-out. You may opt out of this arbitration agreement by sending written notice to legal@whiausbon.com or to the mailing address in Section 18 within 30 days of first accepting these Terms, stating your name and that you wish to opt out of arbitration. If you opt out, disputes will be resolved as described in Section 14 (Governing Law).
• Severability. If the class action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will proceed in court rather than in arbitration, and the remainder of this section will still apply.

14. Governing Law

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws principles. Subject to Section 13, any dispute not subject to arbitration will be brought exclusively in the state or federal courts located in Tarrant County, Texas, and you consent to personal jurisdiction there.

15. Term; Suspension; Termination

• Term. These Terms remain in effect while you use the Service.
• Termination by you. You may cancel your account at any time through the Service or by contacting us. Cancellation takes effect at the end of your current billing period, and fees already paid are non-refundable except as described in Section 4.
• Termination or suspension by us. We may suspend or terminate your access to the Service if you violate these Terms, if required by law, or, for convenience, with 30 days' notice.
• Effect of termination. Upon termination, your right to access the Service ends. We will make Your Content available for export for a limited period following termination as described in our Privacy Policy, after which it may be deleted. Sections of these Terms that by their nature should survive termination (including Sections 6, 8, 10, 11, 12, 13, and 14) will survive.

16. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you (for example, by email or an in-product notice) before they take effect. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

17. General Provisions

• Entire agreement. These Terms, together with our Privacy Policy and any order form or plan-specific terms, constitute the entire agreement between you and Brightproof regarding the Service.
• Severability. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force.
• No waiver. Our failure to enforce any right or provision will not be a waiver of that right or provision.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Notices. We may provide notices to you via email, an in-product notice, or by posting on the Service.

18. Contact Us

If you have questions about these Terms, contact us at: