BRIGHTBYTES TERMS OF SERVICE

Welcome to BrightBytes, the online service of BrightBytes, Inc. ("BrightBytes," "we," or "us"), a wholly-owned subsidiary of Google LLC. This page includes the terms by which you as a customer (“Customer” or “you” or “your”) may use our online website, BrightBytes Platform, and other online products and services that refer to these Terms of Service (each a “Service” or collectively, the "Services"). 

By accessing or using the Services, checking the box indicating your acceptance, or by executing a Partnership Agreement or a Sales Order that references these Terms of Service (these “Terms”), you signify that you have read, understood, and agree to be bound by these Terms, and to the collection and use of your information as stated in the BrightBytes Privacy Policy, whether or not you are a registered user of our Services. These Terms apply to all users and other visitors to the Services (“Users”).

Capitalized terms that are not defined in these Terms are as defined in the BrightBytes Sales Order or its Addenda.

1. Relationship to Other Agreements

1.1 Other BrightBytes and Third-Party Services. Depending on the services or materials you will be providing to, or receiving from, BrightBytes, other terms may apply in addition to or instead of these Terms. Your use of other BrightBytes services or third-party services is not governed by these Terms. Your use of other BrightBytes services is governed by the terms that apply to those services. Your use of third-party services is governed by separate terms between you and the third parties providing the services. You must not use the Services to access other BrightBytes services or third-party services in a manner that violates the terms of the BrightBytes services or third-party services. You are solely responsible for ensuring that you have the necessary rights to connect to and use any third-party services. BrightBytes does not operate, support, endorse, monitor, control, or assume any responsibility or liability whatsoever for third-party services. BrightBytes is not responsible for the security practices or privacy policies of third-party services.

If you are a partner who is or will be providing frameworks to your customers for analysis of data and information via the BrightBytes Platform ("Frameworks"), the terms of your separate written agreement with us as a partner (the "Partnership Agreement"), and not these Terms, will apply. If you are a customer of BrightBytes who is or will be purchasing access to Frameworks or other Services, these Terms, together with the terms of your Sales Order and its addenda, including without limitation the Data Processing Agreement (each an "Addendum"), will apply. Throughout these Terms, "this Agreement" means collectively these Terms and the terms of your Sales Order together with all of its Addenda. Each Sales Order together with these Terms form a separate Agreement.

1.2 Order of Precedence. In the event of a conflict between these Terms and the terms of your Sales Order or any of its Addenda, the terms of the Sales Order or its Addenda will take precedence over these Terms.

2. Use of Our Service

BrightBytes provides a website, software, and services to assist school districts, schools, and other educational partners in accessing, using, and analyzing data with the goal of improving student learning outcomes.

2.1. Eligibility

This Agreement is a contract between you and BrightBytes. You must read and agree to these Terms before using the Services. If you do not agree, you may not use the Services. You may use the Services (i) only if you can form a binding contract with BrightBytes, and (ii) only in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. By accessing or using the Services, you affirm that you: (1) are at least eighteen (18) years of age or older; (2) have read, understand, and agree to be bound by all these Terms and any other applicable terms; and (3) if you are accepting on behalf of an organization, you have full legal authority to bind the organization to these Terms.

2.2. BrightBytes Service

Subject to the terms and conditions of this Agreement, during the Term you are hereby granted a non-exclusive, limited, non-transferable, revocable, non-sublicensable right to access and use the Services. BrightBytes may terminate this right at any time for any reason or no reason, subject to the applicable terms in this Agreement.

2.3. Service Rules

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated "scraping"; (ii) using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Services in a manner that sends more request messages to the BrightBytes servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that BrightBytes grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security of or decipher any transmissions to or from the servers running the Services; (v) taking any action that imposes, or may impose, as determined in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information, including account names, from the Services, unless explicitly permitted otherwise in the Agreement; (viii) using the Services for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, or hiding or attempting to hide your identity; (x) interfering with the proper working of the Services; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Services; (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; or (xiii) crawling, scraping, or otherwise accessing the Services for any competitive or market research purposes.

We may, without prior notice, change the Services; stop providing the Services or features of the Services, to you or to Users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including without limitation, if in our sole determination you violate any provision of this Agreement. 

2.4. Account and Passwords 

Upon completing the registration process, you will receive a unique account ID and password for each of your Users (the “Account Information”). The Account Information may be used only by your Users, and you are responsible for ensuring that each of your Users maintains the confidentiality of the Account Information. You shall be solely responsible for all activities that occur using your Account Information. You shall notify us immediately of any unauthorized use or loss of any Account Information or any other breach of security with respect to your or your Users’ use of the Services. Account Information is subject to cancellation or suspension by us at any time if we reasonably believe that such Account Information is being misused, used by an unauthorized user, or if you have materially breached this Agreement. The reissuance or reactivation of any Account Information shall be at our sole discretion.

3. Personal Information and Student Data

For information about how we collect, use, disclose or otherwise process information about you, please see our Privacy Policy. Personal Data that we process on your behalf as a part of the Services (including Student Data), will be subject to our Data Processing Agreement. 

4. Confidentiality

4.1 Definition. "Confidential Information" means any information marked or otherwise identified in writing by either you or us as proprietary or confidential or that, under the circumstances surrounding the disclosure, should be known to constitute proprietary or confidential information. Confidential Information of each party shall include, without limitation, information regarding its respective business, strategies, plans, suppliers, clients, finances, business plans, product development, technology, and software. For the avoidance of doubt, BrightBytes' Confidential Information shall include without limitation (a) the terms and conditions of this Agreement, including, but not limited to, the Data Processing Agreement, and (b) the non-public, proprietary aspects, designs, and features of the Services.

4.2 Duty of Confidentiality. Neither party will use the other party’s Confidential Information except for the purpose of exercising its rights or carrying out its obligations under this Agreement. Each party will disclose the other party’s Confidential Information to its employees, agents, representatives, and consultants only on a need-to-know basis and subject to reasonable confidentiality obligations on such persons. Each party will protect the other party’s Confidential Information using reasonable care to prevent the unauthorized use or disclosure of such Confidential Information. You will not disclose any non-public portions of this Agreement, such as the Sales Order or Data Processing Agreement, or any portion of those terms to any third party or the public unless required by applicable law.

4.3 Exclusions. The obligations set forth in this Section 4 will not apply to any information that: (i) was rightfully previously known to either party free of any obligation of confidentiality; (ii) is or becomes publicly available other than by means of unauthorized disclosure by either party; or (iii) is required to be disclosed pursuant to statute, regulation, or order of a court.

4.4 Remedies for Breach. The receiving party agrees that the disclosing party will be entitled to equitable relief, including injunction and specific performance, in the event of any breach or threatened or intended breach of this Agreement. Such injunctive relief shall not be a party’s exclusive remedy for any breach of the Agreement but will be in addition to all other remedies available at law or in equity.

5. Representations and Warranties; Disclaimers

5.1 Mutual Representations and Warranties. Each party represents and warrants that: (i) it has full authority to enter into this Agreement; and (ii) this Agreement shall constitute a valid and binding obligation on such party, enforceable in accordance with its terms.

5.2 Limited Warranty by BrightBytes. BrightBytes warrants that the Services will perform substantially in accordance with its documentation or specifications. The foregoing warranty shall not apply to performance issues of the Services: (i) caused by factors outside of our reasonable control; (ii) that result from any of your actions or inactions, including without limitation your Users, or those of any third parties; or (iii) that result from your data structure, operating environment, equipment, or third-party software or solutions.

5.3 Limited Warranty by You. You represent and warrant that you are the owner of or otherwise have the right to use and provide all data and materials furnished or licensed by you to us in connection with this Agreement, and that such data and materials do not now and will not at any relevant time infringe upon any third party’s Intellectual Property Rights (as defined in Section 7.2).

5.4 Disclaimer of Warranties.  EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS SECTION 5, BRIGHTBYTES AND ITS LICENSORS DO NOT MAKE, AND EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (I) ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT, OR WARRANTIES THAT THE SERVICES OR ANY MATERIALS PROVIDED WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPLETE, AND (II) ANY REPRESENTATIONS OR WARRANTIES ABOUT CONTENT, RESULTS, OR INFORMATION ACCESSIBLE THROUGH THE SERVICES. 

6. Limitations of Liability

6.1 Indirect Damages Waiver. BRIGHTBYTES AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, DATA, PROFITS, GOODWILL, OR OTHER ECONOMIC ADVANTAGE, EVEN IF BRIGHTBYTES HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR THE AVOIDANCE OF DOUBT, IN NO EVENT WILL BRIGHTBYTES OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY SUCH DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES OR ANY MATERIALS PROVIDED, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES OR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES.

6.2 Liability Cap. IN NO EVENT WILL BRIGHTBYTES’ AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY RECEIVED BY BRIGHTBYTES FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM UNDER THIS AGREEMENT. IF FEES ARE PAID TO AN AUTHORIZED PARTNER, BRIGHTBYTES’ AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS ACTUALLY RECEIVED BY BRIGHTBYTES FROM SUCH PARTNER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM UNDER THIS AGREEMENT.

7. Indemnification

7.1 Customer Indemnity.  Subject to applicable federal or state law, and without waiving sovereign immunity, you agree to defend and indemnify BrightBytes, and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, in connection with any third-party legal proceedings arising from: (i) your use of and access to the Services, including any data or content transmitted or received by you; (ii) your violation of any term of the Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule, or regulation; (v) your negligence, fraud, or willful misconduct; or (vi) any other party’s access and use of the Services with your unique username, password, or other appropriate security code. The indemnifying party shall be responsible for: (a) settlement amounts approved by the indemnifying party under Section 7.3, and (b) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction (collectively, “Indemnified Liabilities”).   

7.2 BrightBytes’s Indemnity.  BrightBytes will defend and indemnify Customer and its affiliates against Indemnified Liabilities in any third-party legal proceeding to the extent arising from an allegation that the Services used in accordance with the Agreement infringe the third party’s patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world (“Intellectual Property Rights”). This indemnity will not apply to the extent the underlying allegation arises from (a) Customer’s or any of its affiliate’s breach of this Agreement, (b) a combination of the Services with materials, software, or other technology not provided by BrightBytes under this Agreement, unless the combination is required by this Agreement, or (c) any modification of the Services not made by BrightBytes.

7.3 Indemnification Conditions.  The indemnifying party’s obligations under Sections 7.1 and 7.2 are contingent on the indemnified party (i) giving the indemnifying party prompt written notice of the claim for which it seeks indemnification (provided that failure to timely notify shall only relieve the indemnifying party of its obligations to the extent that the delay in providing notice materially prejudiced such indemnifying party’s ability to defend the claim); (ii) providing reasonable cooperation in the defense and all related settlement negotiations; and (iii) allowing the indemnifying party sole control over the litigation or settlement of such claim (except that if the settlement would adversely affect the indemnified party, then the settlement shall be subject to the indemnified party’s prior written consent). The indemnified party reserves the right to retain separate non-controlling counsel, at the indemnified party’s sole expense, to participate in the defense of any such claim. Any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed. If breach of this Section 7.3 prejudices the defense of the third-party legal proceeding, the indemnifying party’s obligations under Section 7.1 or 7.2 (as applicable) will be reduced in proportion to the prejudice.

8. Customer Data and User Generated Content

8.1 Customer Data. “Customer Data” means (i) all electronic data and information uploaded or submitted to the Services by you or on your behalf, including without limitation any Personal Data (as defined in the Data Protection Agreement) and (ii) the content generated by Users in connection with their use of certain Service functionality such as notes, survey responses, goals, and free-text fields (such content being “User Generated Content”). We claim no ownership rights over any Customer Data, and as between BrightBytes and you, you retain sole ownership of Customer Data. 

8.2 Restrictions on User Generated Content. In connection with any User Generated Content, you affirm, represent, and warrant the following: neither you nor your Users will submit User Generated Content that (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details, or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (viii) contains any information or content that contains personally identifiable information of you, your Users, or other people, without the permission of the individuals mentioned; or (ix) contains any information or content that you know is not correct and current. You agree that any User Generated Content that you submit does not and will not violate any applicable law or third-party rights of any kind, including without limitation any Intellectual Property Rights or rights of privacy. BrightBytes may reject or remove any User Generated Content that we believe, in our sole discretion, violates these provisions, but we do not have any obligation to monitor or remove any of your User Generated Content.

8.3 Disclaimer. We take no responsibility and assume no liability for any Customer Data that you or your Users submit or otherwise transmit via the Services. You shall be solely responsible for your Customer Data and the consequences of submitting it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your Customer Data. You understand and agree that you may be exposed to content that is inaccurate, objectionable, inappropriate for children, presents health risks, or may otherwise be unsuited to your purpose, and you agree that BrightBytes shall not be liable for any damages you allege to incur as a result of your Customer Data.

8.4 Customer Data License Grant. By submitting any Customer Data, you hereby grant, and you represent and warrant that you have all rights necessary to grant, to BrightBytes a royalty-free, sub-licensable, transferable, fully paid, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all Customer Data, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with providing the Services and BrightBytes’ (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels.

9. Payment Terms

9.1 Invoicing and Fees. BrightBytes will issue an invoice to Customer for the fees for accessing and using the Services or for any services in accordance with the amounts specified on the Sales Order (“Fees”) to the accounts listed on the Sales Order, and Customer will pay BrightBytes the Fees according to the terms below. Except to the extent prohibited by applicable law and as provided by Section 10.4(B), all amounts paid under the Agreement are non-cancellable and non-refundable and are deemed earned upon receipt.

9.2 Timing of Payments. Payments shall be made within thirty (30) days of the date of the invoice issued by BrightBytes. Without waiving or prejudicing any other rights or remedies, if Customer does not make payment in a timely manner, BrightBytes may suspend Customer's access to the Services, including without limitation to the BrightBytes Platform and associated applications, until such time as payments of the Fees are made current. BrightBytes will not be responsible for delays, costs incurred, or problems experienced by Customer due to the suspension of BrightBytes' performance under this Section.

9.3 Taxes. Customer will, in addition to the other amounts payable under this Agreement, pay all federal, state, and local sales, use, VAT, or other taxes imposed by reason of transactions under this Agreement (other than taxes based on BrightBytes’ net income). If BrightBytes is required to pay any such taxes for which Customer is responsible, then the taxes will be billed to and paid by Customer. If Customer is required by law to withhold from any amount owed to BrightBytes, then the amount payable to BrightBytes will be increased to the extent necessary to ensure that, after such withholding, BrightBytes receives the net amount that it otherwise would have received in the absence of such withholding.

10. Term and Termination

10.1 Effective Date and Term. Unless earlier terminated as provided in this Section, this Agreement shall be effective as of the Effective Date specified on the Sales Order and shall continue through the term specified on the Sales Order (“Term”).

10.2 Termination for Convenience. Either party may terminate this Agreement for any reason or for no reason by providing the other party at least thirty (30) days’ prior written notice.  

10.3 Termination for Cause. Either party shall have the right to terminate this Agreement 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 this Agreement and such default has not been cured within thirty (30) days after written notice of such default to the other party; or (b) 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.

10.4 Effect of Expiration or Termination. 

  1. Upon any expiration or termination of this Agreement, all rights to the Services will cease, and Customer and its Users will cease all use of the Services. Upon any termination of this Agreement by BrightBytes for cause or by Customer for convenience, all unpaid Fees for the then-current Term (if any) shall become immediately due and payable. 

  2.  If you terminate this Agreement in accordance with Section 10.3 (Termination for Cause) or if we terminate this Agreement in accordance with Section 10.2 (Termination for Convenience), you are entitled to a prorated refund of any prepaid Fees covering the remainder of the term of all Sales Orders after the effective date of termination. If we terminate this Agreement in accordance with Section 10.3 (Termination for Cause), you are not entitled to any refund of prepaid Fees, and you will pay any unpaid Fees covering the remainder of the term of all Sales Orders. In no event will termination relieve you of your obligation to pay any Fees payable to us for the period before the effective date of termination.

  3.  Within five (5) days after expiration or termination of this Agreement, Customer shall return to BrightBytes or, upon BrightBytes' request, destroy, at Customer’s expense, all BrightBytes Confidential Information and materials containing any such Confidential Information, including all copies thereof, and deliver to BrightBytes a certification, in writing signed by an officer of Customer, that all such Confidential Information, and all copies thereof have been returned or destroyed, and their use discontinued. Nothing contained herein shall limit any other remedies that BrightBytes may have for Customer’s default nor relieve Customer of any obligations incurred before expiration or termination. 

  4. The following Sections will survive any expiration or termination of these Terms: Section 1.1 (Other BrightBytes and Third-Party Services), Section 2.3 (Service Rules), Section 3 (Personal Information and Student Data), Section 4 (Confidentiality), Section 5.4 (Disclaimer of Warranties), Section 6 (Limitations of Liability), Section 7 (Indemnification), Section 9 (Payment Terms) (for Fees due and outstanding), Section 10.4 (Effect of Termination), Section 11 (Governing Law and Dispute Resolution), and Section 12 (General).

11. Governing Law and Dispute Resolution

11.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Each party hereby expressly and irrevocably consents to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief under this Agreement, or otherwise arising under or by reason of this Agreement. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. 

11.2 Dispute Resolution. For any dispute with BrightBytes, you agree to first contact us at brightbytes-customer-relations@google.com and attempt to resolve the dispute with us informally. 

12. General

12.1 Independent Contractors. The relationship between you and BrightBytes under the Agreement is that of independent contractors only. Nothing in this Agreement will be construed so as to constitute a partnership, joint venture, or agency relationship. Neither party will have any power or authority to bind the other in any transaction with a third-party. Unless otherwise expressly agreed by the parties, the services rendered hereunder shall be on a nonexclusive basis and the party rendering them shall be free to accept other engagements at all times.

12.2 Notices. Under the Agreement, all notices to Customer will be sent to the Notification Email Address, and notices to BrightBytes will be sent to brightbytes-legal-notices@google.com. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current.

12.3 Integration; Severability. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all other oral or written representations and understandings. If any provision of this Agreement is determined to be invalid or unenforceable, the remainder shall be enforceable to the maximum extent possible.

12.4 Modifications. BrightBytes may modify this Agreement from time to time at its sole discretion. If BrightBytes makes a material change to this Agreement, BrightBytes will use reasonable efforts to provide you with notice 30 days prior to the change taking effect. The notice may be by email to the email address associated with your account or via a posting on the Services. You can review the most current version of this Agreement at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Agreement. The materially revised Agreement will become effective on the date set forth in the notice, and all other changes will become effective upon posting of the change. If you access or use the Service after the effective date, that use will constitute your acceptance of any revised terms or conditions.

12.5 Assignment. Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that BrightBytes may assign this Agreement without consent in connection with a merger, consolidation, restructuring, or sale of all or substantially all of its equity, business, or assets to which this Agreement relates. Any other non-permitted assignment will be void and of no effect. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of each party and its respective successors and permitted assigns.

12.6 Subcontracting. BrightBytes may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.

12.7 Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

12.8 Compliance with Laws. Each party will comply with all federal, state, and local laws, rules, and regulations, as amended from time to time, applicable to such party’s performance of its obligations under this Agreement, including all applicable export laws, rules, and regulations of the United States and other applicable jurisdictions, and those related to data privacy.

12.9 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

12.10 Exclusion for Official Use. If You are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction, or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, the Agreement and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of California (excluding choice of law).

12.11 Contact. The provider of the Service is BrightBytes, Inc. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

If you want to review the BrightBytes Data Processing Agreement, send a request to brightbytes-legal-notices@google.com. These Terms were last modified on Jan 10, 2023.