Brightn Terms & Conditions

If you are visually impaired, have another disability or seek support in other languages, you may access these Terms by emailing us at support@brightnapp.com

Brightn Inc. and its subsidiaries and affiliates (“Brightn,” “us,” or “we”) provide content and products via www.brightnapp.com (the “Website”), our applications (the “Apps”), or other delivery methods (the Website, the Apps, and such content and products are collectively the “Product”).

These Terms & Conditions (these “Terms”) govern your access to and use of the Products and Services. The term “Device” refers to the device used to access the Products or Services, including but not limited to computers, smartphones, and tablets. The term “you” refers to the user of the Products or Services. Brightn is not a provider of healthcare or mental health services; instead, Brightn offers a technology platform to empower users to self-assess and autonomously build wellness plans. Brightn does not provide telehealth services.

These Terms & Conditions (these “Terms”) govern your access to and use of the Products and Services. The term “Device” refers to the device that is used to access the Products or Services, including but not limited to computers, smartphones, and tablets. The term “you” refers to the user of the Products or Services.

Protecting and safeguarding your personal information through the Products and Services is extremely important to us. Information about our privacy practices can be found in our Privacy Policy (“Privacy Policy”). We encourage you to review the policy to learn more about our privacy practices and our commitments to you.

YOU AGREE THAT THE PRODUCTS AND SERVICES ARE NOT INTENDED TO BE USED IN A MEDICAL EMERGENCY. IF YOU ARE LOCATED IN THE UNITED STATES AND YOU ARE HAVING THOUGHTS OF SUICIDE OR SELF-HARM, PLEASE CALL OR TEXT 988, THE SUICIDE AND CRISIS LIFELINE. IF YOU ARE EXPERIENCING A MEDICAL OR MENTAL HEALTH EMERGENCY, PLEASE CONTACT 911 OR GO TO THE NEAREST EMERGENCY ROOM. DO NOT ATTEMPT TO ACCESS EMERGENCY CARE THROUGH THESE PRODUCTS AND SERVICES. IF YOU ARE LOCATED OUTSIDE OF THE UNITED STATES, PLEASE CONTACT YOUR LOCAL CRISIS OR EMERGENCY RESOURCES OR GO TO THE NEAREST EMERGENCY ROOM.

PLEASE NOTE THAT THESE TERMS CONTAIN AN ARBITRATION CLAUSE (SECTION 14). EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND BRIGHTN AGREE THAT DISPUTES RELATING TO THESE TERMS OR YOUR USE OF THE PRODUCTS AND SERVICES WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

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1. WHAT YOU’RE SIGNING UP FOR

1.1 PRODUCTS AND SERVICES

When you sign up for Brightn, you gain access to a comprehensive suite of wellness products and services designed to support your mental, physical, and emotional well-being. Our offerings include AI-powered personalization features that provide customized challenges and insights tailored to your needs. You'll benefit from comprehensive support activities focused on health, wealth, and purpose, as well as community engagement opportunities that allow you to connect with other users for mutual support and motivation. Our platform prioritizes your privacy and security with industry-leading data protection measures. By subscribing to our services, you also gain access to various tools such as daily essentials, progress tracking, opportunities for mental health improvement, advanced push notifications, and personalized recommendations based on your unique wellness profile. Additionally, Brightn offers features like journaling, mood tracking, and a proprietary scoring system called the Brightn Zone, which helps you track and improve your overall wellness through personalized content and activities. Our evidence-based approach ensures that all our features are grounded in scientific research, providing you with effective strategies for maintaining and enhancing your mental health.

1.2 GENERAL RULES FOR USE OR ACCESS

(a) When you order (“Order”) any Products or Services, or otherwise use or access the Products or Services, you agree to be bound by these Terms and all applicable laws, rules, regulations, judicial orders, executive orders or similar binding legal instruments (“Applicable Law”). You may also be asked to click “I agree” prior to your purchase or access to the Products and Services. If you do not click “I agree”, you may not be able to complete your purchase or access the Products or Services. If you do not agree to these Terms, please do not use the Products or Services.

(b) These Terms and the applicable Order set out the whole agreement between you and us for the supply of the Products and Services unless expressly stated otherwise. For instance, in order to use or access certain Products or Services or other special offerings, you may be required to agree to additional terms and conditions or policies; those additional terms or policies are hereby incorporated into these Terms. Where such terms or policies are inconsistent with these Terms, the additional terms or policies will control.

(c) Please check that the details in these Terms and on the applicable Order are complete and accurate before you use or purchase the Products or Services. If you think that there is a mistake in these Terms or an Order, please contact us by emailing support@brightn.com. We only accept responsibility for statements and representations made in writing by an authorized representative of Brightn.

(d) Use of the Products and Services is dependent upon your use of a computer with adequate software or a supported mobile device and Internet access. The maintenance and security of this equipment may influence the performance of the Products and Service and it is your responsibility to ensure the equipment’s functionality. You are responsible for all Internet access charges. Please check with your Internet provider for information on possible Internet data usage charges.

1.3 CHANGES TO TERMS Brightn reserves the right to change or update these Terms, or any other of our policies or practices, at any time. If a change to these Terms materially modifies your rights or obligations, we may notify you and require that you accept the modified Terms in order to continue to use the Products or Services. We may notify you of such changes via pop-up or push notifications within the Products or via email. If you continue to use the Products or Services after modification, you agree to abide by the modified Terms.

2. JOINING THE BRIGHTN COMMUNITY

2.1 BECOMING A MEMBER(a) To access the Products or Services, you must sign up as a registered user (a “Member”). You can do this via our Websites, our Apps or via certain third-party social networking services. If you become a member via a third-party, such third-party terms and policies may apply. To become a Member, you must provide certain personal information, including but not limited to your first name, last name, email address, date of birth, and a password to be used with that email address (“User Information”). You are responsible for maintaining your account's confidentiality and password and restricting access to your Device. You may not register for more than one Member account. To access or use certain Products or Services, you may need to provide additional User Information.

(b) By registering as a Member and using and/or accessing the Products or Services, you warrant that: (i) you are legally capable of entering into binding contracts; (ii) all User Information you submit is truthful, accurate, and up to date; (iii) you will maintain the accuracy of such information; and (iv) your use of the Products and Services does not violate these Terms or any Applicable Law.

(c) Member accounts and Subscriptions (as defined below) are not transferable. You agree to not sell, transfer, or exchange Member accounts or Subscriptions in any way or under any circumstance. This expressly applies to any discounted, subsidized, or Free Trials (as defined below) or Subscriptions.

2.2 CHILDREN Our Products and Services are generally intended for individuals at least 18 years of age. There are limited exceptions:(a) If you are in the US and 13-17 years old, you may access our Products via certain Benefit Sponsor (as defined in Section 2.5) offerings, including but not limited to certain employer offerings. Please refer to materials specific to such offerings for more information.

(b) If you are in the US and 13-17 years old, you may access our Services via certain Benefit Sponsor offerings with verifiable parent or guardian consent.

(c) If you are in the US and 13-17 years old, you may access our Products via our Brightn for Family offering. We do not support Members under the age of 13. You may notice some content in our Products that appears geared towards children. This content is only meant for you to share with your child under your supervision, and does not require or allow your child to sign up as a registered user.

2.3 SUBSCRIPTIONS & PURCHASES

(a) Free Trials. You may have access to a free trial period of certain Products (“Free Trial”). You are only allowed one Free Trial regardless of your subscription method. We reserve the right to determine eligibility for Free Trials, which may vary based on factors including the Product or Service you select and whether you have redeemed a Free Trial previously. Free Trials automatically convert to a paid annual, or monthly, or life-time subscription term after a certain period of time. You can disable the automatic conversion by following the cancellation instructions set forth in Section 3 prior to the date of conversion.

(b) Automatically Renewing Subscriptions. Members may access the Products or Services via a subscription fee-based program (“Subscription”). Subscriptions may be available via monthly or annual options or lifetime options (“Subscription Term”). For the purposes of our monthly and annual subscriptions, a month constitutes 30 calendar days and a year constitutes 365 calendar days and lifetime constitutes unlimited days. Subscriptions may be charged separately for Products and Services. If you activate a Subscription, you authorize Brightn to periodically charge, on a going-forward basis all accrued sums (“Subscription Fee”) on or before the payment due date for the accrued sums. Your account will be charged automatically on the date when you purchase your first subscription to the Product or Service (“Subscription Billing Date”) for all applicable fees and taxes for the next subscription period. The Subscription will continue unless and until you cancel your Subscription or Brightn terminates your Subscription or your account.

(c) Subscription Cancellation. You may cancel your Subscription at any time, but you must cancel your Subscription before it renews to avoid billing of the following periodic Subscription Fee to your account. See more about the cancellation in Section 3.

(d) No Refunds on Subscriptions. Refunds cannot be claimed for any partial Subscription Term. Brightn will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information) (“Payment Method”). You will only have access to the Products and Services while your Subscription is active and subsisting.

(e) Subscription Methods. You may subscribe via: (i) purchasing a subscription to the Products or Services from the Website, within the Apps, where allowed by the App marketplace partners, (ii) a Benefit Sponsor (as defined in Section 2.5) or (iii) a bundle with one or more of our bundle subscription partners. Please note that if you purchase a subscription through the Apple iTunes Store or our iPhone application, the sale is final, and we will not provide a refund. Your purchase will be subject to Apple’s applicable payment policy, which also may not provide for refunds. If you purchase a subscription through the Google Play store, the sale is final and we will not provide a refund. Your purchase will be subject to Google’s applicable payment policy, which also may not provide for refunds. If your Subscription is through a Benefit Sponsor or one or more of our bundle subscription partners, additional terms and policies may apply, and your Subscription may be paid for, partially paid for, or managed by the Benefit Sponsor or the bundle subscription partner.

(f) Gift Subscriptions. “Gift Subscriptions” are pre-paid memberships to the Products. A person who purchases the gift is the “Giftor.” A person who receives and redeems a Gift Subscription is the “Recipient.” Gift Subscriptions are paid for by a one-time upfront payment. Once bought, the Giftor will receive an Order confirmation and receipt. The Gift Subscription will be sent to the Recipient on the Giftor’s specified date with a gifting code to redeem the Gift Subscription. Gifting codes can only be used once in the country for which they were purchased and cannot be redeemed for cash, resold or combined with any other offers, including free trial unless expressly stated otherwise. Please note that gifting codes cannot be redeemed if the Recipient has already purchased a subscription through the Apple iTunes Store,our iPhone application, the Google Play Store, or our Android application. We will automatically bill the Payment Method that the Giftor provided for any purchased Gift Subscriptions at the time of purchase, not upon delivery to or redemption by Recipient. There are no refunds or other credits for Gift Subscription that are not redeemed. Brightn will notify the Recipient prior to the end of the Gift Subscription that the gift period is about to expire. Brightn is not responsible if a Gift Subscription is lost, stolen or used without permission.

(g) Purchases. You may access some Products or Services by paying Brightn or our App marketplace partners a non-recurring fee at the time of registration (“Purchase”). If you make a Purchase, you authorize Brightn or our App marketplace partners, as applicable, to charge all accrued sums (“Fees”) on the payment due date for the accrued sums. Your account will be charged automatically on the date when you purchase the Product. Please note that the sale is final for all Purchases, and we will not provide a refund.

(h) Discounts. Brightn may offer certain special discount pricing options (the “Special Discount Pricing Options”). Such Special Discount Pricing Options will only be available to qualified users (the “Qualified Users”). Brightn reserves the right to determine if you are a Qualified User in our sole discretion. Additional terms may apply to such Special Discount Pricing Options.(i) Prices in US Dollars and Euros include local taxes. Prices in Pound Sterling include VAT unless otherwise stated. You agree not to hold us responsible for banking charges incurred due to payments on your account. If payment is not received by us from the Payment Method you provided, you agree to pay all amounts due upon demand by us.

2.4 PAYMENT TERMS

(a) Your use of the Products and Services may require you to pay fees. We reserve the right to determine pricing for the Products and Services. The fees you owe may vary based on many factors, including but not limited to your employer, healthcare provider, health plan or other Benefit Sponsor’s agreement with us, or the coverage offered by your applicable health insurance provider. We are not responsible for whether your health insurance offers any amount of coverage for the Products and Services. We will make reasonable efforts to keep pricing information published on our Website up-to-date.

(b) You are responsible for all applicable fees and charges incurred, including applicable taxes, unless otherwise stated in your Benefit Sponsor terms and conditions or otherwise agreed to in writing between the parties. Before you pay any fees, you will have the opportunity to review and accept the fees that you will be charged. In order to access the Products and Services, you may be required to provide your payment information. You agree to promptly notify Brightn of any changes to your Payment Method while any payments remain outstanding. You authorize Brightn or a third-party payment processor to charge all fees for the Products and Services, including all applicable taxes, to the Payment Method. If you pay any fees with a credit card, we (or a third-party payment processor) may seek pre-authorization of your credit card account prior to purchase to verify that the credit card is valid and has the necessary funds or credit to cover your purchase. If we use a third-party payment processor, such as Stripe, their use of your personal information is subject to their applicable terms of service and privacy policy. For Stripe, those terms are available at https://stripe.com/legal and https://stripe.com/privacy.

(c) In the course of your use of the Products or Services, Brightn and its third-party payment processor may receive and use updated credit card information from your credit card issuer to prevent your Subscription from being interrupted by an outdated or invalid card. This information is provided to Brightn and Brightn’s third-party payment processor at the sole election of your credit card issuer. Your credit card issuer may give you the right to opt-out of the update service. Should you desire to do so, please contact your credit card issuer. You agree not to hold us responsible for banking charges incurred due to payments on your account.

2.5 BENEFIT SPONSORS Many groups, including but not limited to employers, healthcare providers, health plans, universities, government entities, municipalities, hospitals, or parents (“Benefit Sponsor” or “Benefit Sponsors”) purchase and introduce the Products and Services to their employees, eligible dependents, and members. In some cases, our Benefit Sponsors may supplement these Terms with their own terms and conditions, which may include additional terms around subscription redemption, usage, or supplementary payment for access to Products and Services. In such event, the Benefit Sponsor terms and conditions will also apply to your use of the Products and Services. In the event of any conflict with such additional terms and these Terms, the additional terms will prevail.

2.6 CHANGING FEES AND CHARGES We reserve the right to change our subscription fees, plans or adjust pricing for our Products and Services or any components thereof in any manner and at any time as we may determine in our sole discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect following notice to you.

3. CANCELING MEMBERSHIP

3.1 CANCELLATION BY US We may suspend or terminate your use of the Products and/or Services due to your fraud or breach of any obligation under these Terms. A breach of these Terms includes, without limitation, the unauthorized copying or download of our audio or video content from the Products or Services or recording of the Services. Such termination or suspension may be immediate and without notice. If we terminate your account, you may receive a pro-rata refund of the fees that you prepaid for the Services. If you terminate your account after purchasing a lifetime membership, you will not be eligible to receive a pro-rata refund. Your access to the Products or Services may be terminated if the relationship between Brightn and your employer or provider terminates or expires or if your relationship with your employer or provider ends. If this happens, Brightn will use reasonable efforts to give you seven (7) days’ notice before access to the Products or Services is terminated.

3.2 CANCELLATION BY YOU

(a) You may cancel your Subscription at any time. Cancellation of a monthly Subscription is effective at the end of the applicable monthly period and cancellation of an annual Subscription is effective at the end of the applicable annual period. Please make any such cancellation by emailing support@brightnapp.com.

(b) Please note that if you purchase a Subscription through the Apple iTunes Store or our iPhone application, you may cancel your Subscription by canceling automatic renewal of paid In App Subscriptions by selecting Manage App Subscriptions in your iTunes Account settings and selecting the Subscription you want to modify. If you purchase a Subscription through the Google Play store you may cancel automatic renewals in account settings under Subscriptions in the Google Play app, or according to the current process outlined by Google Play. If you purchase a Subscription via Apple or Google, you may be subject to their additional terms.

3.3 CANCELLATION FEES Some features of the Products and Services are subject to certain cancellation fees, as disclosed via the Products and Services. We may suspend or terminate access to the Products and Services for any account for which any amount is due but unpaid. In addition to the amount due, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.

4. PROHIBITED USE OF THE PRODUCTS AND SERVICES

By using the Brightn Products and Services you agree not to:

(a) copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, decompile, or disassemble the Products or Services in any way, or create derivative works of the Products or Services;

(b) record the Services, including any coaching, therapy, or wellness session;

(c) use the Products or Services (or any part of them) to create any tool or software product that can be used to create software applications of any nature whatsoever;

(d) upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Products or Services;

(e) interfere with the servers or networks underlying or connected to the Products and Services or to violate any of the procedures, policies, or regulations of networks connected to the Products or Services;

(f) access the Products or Services in an unauthorized manner, including in violation of any local, state, national, or international law;

(g) circumvent any territorial restrictions applied to the Products or Services;

(h) perform any fraudulent activity including impersonating any other person or entity while using the Products or Services;

(i) conduct yourself in an offensive manner while using the Products or Services (including, but not limited to, bullying, harassing, or using hate speech or degrading comments about things like race, religion, culture, sexual orientation, gender or identity, age, disability, or serious disease);

(j) use the Products or Services for any illegal, immoral, or harmful purpose (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening, or obscene purposes);

(k) use the Products or Services for any purposes related to scientific research, analysis, or evaluation of the Products or Services without the express written consent of Brightn;

(l) rent, lease, loan, make available to the public, sell or distribute the Products or Services in whole or in part, or use the Products or Services except for your own personal use;

(m) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

(n) sell or otherwise transfer access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or

(o) attempt to do any of the acts described in this Section or as otherwise prohibited by these Terms or assist or permit any person in engaging in any of the acts described in this Section or otherwise as prohibited by the Terms.

We reserve the right to immediately terminate your access to or use of our Products or Services if we believe, in our sole discretion, that you exhibit such behavior or you violate or attempt to violate any laws or breach these Terms.

By breaching the provisions of this Section, you may commit a criminal offense under Applicable Law. We may report any such breach to the relevant law enforcement authorities and we may cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Products and Services will cease immediately.

We reserve the right to contact emergency services to the extent that we believe, at our sole discretion, that you pose an imminent threat of harm to yourself, to property, or to another person.

5. MATTERS OF OWNERSHIP

Subject to the limitations set forth in these Terms, Brightn grants you a limited, non-exclusive, non-transferable, non-sub-licensable, revocable license to stream, download, and make personal, non-commercial use of the Products and Services. The Products, including the source code for the Products and any information derived therefrom, is proprietary to and constitutes the intellectual property (including without limitation a valuable trade secret) of Brightn and its licensors and suppliers.

5.1 Copyright (a) All materials (including but not limited to software and content whether downloaded or not) contained in the Products and Services (“Materials”), are owned by Brightn (or our affiliates and/or third-party licensors, where applicable), unless indicated otherwise. The Materials are valuable property and that other than any specific and limited license for use of such Materials, you will not acquire any ownership rights in or to such Materials. The Materials may not be used except as provided for in these Terms, and any other relevant terms and conditions provided to you, without our prior written consent. ‍

(b) Materials on or in the Products or Services are the property of Brightn or third-party licensors and, without prejudice to any and all other rights and remedies available, each such licensor has the right to directly enforce relevant provisions of Section 11 against you. ‍

(c) Audio or video content from Brightn not explicitly indicated as downloadable may not be downloaded or copied from the Products, Services or any Device. ‍‍

(d) The Products and Services are not intended for your commercial use. Commercial advertisements, affiliate links, and other forms of solicitation may be removed by us without notice and may result in termination of privileges. You must not use any part of the Materials for commercial purposes without obtaining a written license to do so from us. Materials may not be copied or distributed, or republished, or transmitted in any way, without our prior written consent. Any unauthorized use or violation of these Terms immediately and automatically terminates your right to use the Products and Services and may subject you to legal liability. Appropriate legal action may be taken for any illegal or unauthorized use of the Products or Services. ‍‍

(e) You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Products or Services. If you make other use of the Products or Services, or the content, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. Brightn will enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution. ‍

5.2 Trademarks Brightn®, the Brightn logo, and all other Brightn products or service marks are Brightn's trademarks. All intellectual property, other trademarks, logos, images, product and company names displayed or referred to on or in the Products and Services are the property of their respective owners. Nothing grants you any license or right to use, alter or remove or copy such material. Your misuse of the trademarks displayed or referred to on or in the Products and Services is strictly prohibited. Brightn will enforce its trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.

6. AVAILABILITY OF PRODUCTS AND SERVICES

Although we aim to offer you the best service possible, we make no promise that the Products and Services will meet your requirements, and we cannot guarantee that the Products and Services will be fault-free. If a fault occurs in the Products or Services, please report it to us at support@brightnapp.com and we will review your concern and, where we determine it is appropriate to do so, correct the fault. If the need arises, we may suspend access to the Products and Services while we address the fault. We will not be liable to you if the Products and Services are unavailable for a commercially reasonable period of time. ‍

Your access to the Products and Services may be occasionally restricted to allow for repairs, maintenance or the introduction of new Services or Products. We will restore the Products and Services as soon as we reasonably can. In the event that the Products and Services are unavailable, our usual Order and cancellation deadlines apply; please notify us of changes to your Order by emailing support@brightnapp.com. ‍

We may change or discontinue, temporarily or permanently, any feature, component, or content of the Products or Services at any time without notice to you. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by us, without prior notice to you. Apart from the pro rata refund of any prepaid fees in Section 3.1, you agree that Brightn will not be liable to you for any unavailability, modification, suspension, or discontinuance of any feature or component of the Products and Services. ‍

Notwithstanding anything to the contrary in these Terms, Brightn does not have affiliated medical providers and partners who will have access to our data.

‍7. USER MATERIAL

7.1 The Products and Services may let you submit material to us, for example, you may be able to post comments, images, or use the journaling and mood tracking features in certain functions or features of the Product or Services. “User Material” refers to any publicly available material of any kind that you submit to us, including text, files, images, photos, video, sounds, and musical or literary works. User Material does not include the account information, Product or Service purchase, or Product or Service use information which you provide in registering for and using Products or Services. If you review or submit User Material, you are agreeing to do so in accordance with these Terms. If you do not want to review or submit User Material in accordance with these Terms, then you should not do so.

7.2 We do not systematically review all User Material submitted by you or other users, including entries made through the journaling and mood tracking features. However, we reserve the right to, and may from time to time, monitor any and all information transmitted or received through the Products or Services for operational and other purposes. If at any time we choose to monitor such information, we assume no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy. We are not responsible for the content of User Material provided by you or any other user. We do not necessarily endorse any opinion contained in such material. We make no warranties or representations, express or implied, about User Material, including as to its legality or accuracy.

7.3 We reserve the right, in our sole discretion, to refuse to post or to remove or edit any of your User Material, or to restrict, suspend, or terminate your access to all or any part of the Products or Services, particularly where User Material breaches this Section, and we may do this with or without giving you any prior notice.

7.4 We may link User Material or parts of User Material to other material, including material submitted by other users or created by Brightn or other third parties. We may use User Material for our internal business purposes, for example, to examine trends or categories or to promote, market or advertise Brightn. We may indirectly commercially benefit from use of your User Material.

7.5 Each time you submit User Material to us, you represent and warrant to us as follows:

(a) You own your User Material or have the right to submit it, and in submitting it you will not be infringing any rights of any third party, including intellectual property rights (such as copyright or trademark), privacy or publicity rights, rights of confidentiality or rights under contract.

(b) Your User Material is not illegal, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive, and does not encourage conduct that would be considered a criminal offense, and does not give rise to civil liability, violate any law, or is otherwise deemed inappropriate.

(c) Your User Material does not advertise any product or service or solicit any business.

(d) Your User Material does not identify any individual (including by way of name, address, or a still picture or video) under the age of 18 and if User Material identifies any individual over the age of 18, you have that person’s consent to being identified in exactly that way in your User Material; and in submitting your User Material you are not impersonating any other person.

(e) You will not collect email addresses of users for the purpose of sending unsolicited email.

(f) You will not engage in criminal or tortious activity, including fraud, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets or attempt to impersonate another user or person.

(g) You will not engage in any automated use of the system, such as using scripts to alter our content.

(h) You will not access, tamper with, or use non-public areas of the Products or Services, Brightn’s computer systems, or the technical delivery systems of Brightn’s providers.

(i) Except as necessary to maintain your own computer security by use of commercial-off-the-shelf antivirus or anti-malware products, you will not attempt to probe, scan, or test the vulnerability of the Products or Services or any other Brightn system or network or breach any security or authentication measures.

7.6 We are entitled to identify you to third parties who claim that their rights have been infringed by User Material you have submitted.

7.7 User Material is not considered to be confidential. You agree not to submit any content as User Material in which you have any expectation of privacy. We do not claim any ownership rights in User Material. However, by submitting User Material you hereby grant Brightn an irrevocable, perpetual, non-exclusive, royalty-free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the User Material you post on the Products, or any portion thereof, and any ideas, concepts, or know-how contained in the User Material, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such User Material, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. Brightn may include your User Material in Brightn’s distribution content that is made available to others through the Products. Be aware that Brightn has no control over User Material once it leaves the Products, and it is possible that others may duplicate material found on the Products, including, but not limited to, on other sites on the Internet. You represent and warrant that you own or otherwise control the rights to your User Material. You agree to indemnify Brightn and its affiliates for all claims arising from or in connection with any claims to any rights in your User Material or any damages arising from your User Material.

7.8 Any inquiries, feedback, suggestions, ideas, other information which is not part of your use of the Products and Services or User Material that you provide to us (collectively, “Submissions”) will be treated as non-proprietary and non-confidential. By transmitting, uploading, posting, e-mailing, or otherwise submitting Submissions to the Products and Services, you grant, and you represent and warrant that you have the right to grant, to Brightn an irrevocable, perpetual, non-exclusive, royalty-free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the Submissions, or any portion thereof and any ideas, concepts, or know-how contained in the Submissions, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such Submissions, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. You also acknowledge that your Submissions will not be returned to you and that Brightn has no obligation to acknowledge receipt of or respond to any Submissions. If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You agree to indemnify Brightn and its affiliates for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.

7.9 Entries made through the journaling, mood tracking, and progress tracking features are treated with the same level of confidentiality and privacy as other User Material. While Brightn does not systematically review journal entries or mood tracking data, we reserve the right to monitor such entries in accordance with these Terms and our Privacy Policy. By using these features, you acknowledge and agree that Brightn may use, telecast, copy, perform, display, edit, distribute and otherwise exploit your entries as User Material, under the same conditions and licenses as described in Section 7.7. Please be aware that entries, once submitted, are subject to the same risks and disclaimers as other User Material.

7.10 Brightn leverages AI technologies, including customized prompts through ChatGPT by OpenAI, to enhance your journaling, mood tracking, and overall experience. By interacting with these AI-driven features, you agree to Brightn's use of these technologies under these Terms, and acknowledge that AI-generated insights are meant to support, not replace, professional advice and personal judgment.

8. THIRD-PARTY TERMS AND LINKS

8.1 At times, we may contract with a third party to support the Products or Services we offer to you or to directly provide Services to you, such as Employee Assistance Program (“EAP”) services. In such instances, your use of the third party’s products or services will be subject to their applicable terms of service and privacy policy, which will be presented to you upon engagement with their product or service. To the extent that there is a conflict between these Terms and the terms of use for any of our third-party contracted entities, the third-party terms will apply. We reserve the right to change third-party providers in our sole discretion.

8.2 The Products and Services may integrate, be integrated into, or be provided in connection with third-party products, services and content. As part of such integration we may transfer your information to the applicable third party service. These third-party services are not under our control, and to the fullest extent permitted by law, we are not responsible for any third-party service’s use of your exported information.0

8.3 We may provide links to other websites or services for you to access. Any access is at your sole discretion and for your information only. We do not review or endorse any of those third-party websites or services. We are not responsible in any way for:(a) the availability of;(b) the privacy practices of;(c) the content, advertising, products, goods or other materials or resources on or available from; or(d) the use that others make of these other websites or services. We are also not responsible for any damage, loss, or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services.

8.4 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. The Products and Services must not be framed on any other website, nor may you create a link to any part of the Products and Services unless you have written consent from Brightn to do so. We reserve the right to withdraw linking permission with written notice. The website from which you are linking must comply with Section 4. If you wish to use material on or in the Products or Services other than that set out above, please address your request to support@brightnapp.com.

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9. ASSUMPTION OF RISK

By granting you the right to use the Products or Services, the Brightn Entities (as defined in Section 14) do not assume any obligation or liability with respect to your health or your physical activity or condition. In no event will the Brightn Entities be liable for any death or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Products or Services or any activity you undertake in connection therewith. As between you and the Brightn Entities, you are solely responsible for your use of the Products and Services and your health and medical conditions and treatment related thereto. The Brightn Entities will have no liability for any unauthorized disclosure of your personally identifiable information caused by your actions or omissions.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE THAT:

(a) IF YOU ARE IN NEED OF OR ARE SEEKING MEDICAL TREATMENT, YOU SHOULD CONTACT YOUR HEALTHCARE PROVIDER. IF YOU ARE HAVING THOUGHTS OF HARMING OR KILLING YOURSELF, PLEASE CALL OR TEXT 988, THE SUICIDE AND CRISIS LIFELINE, AND IF YOU ARE EXPERIENCING A MEDICAL OR MENTAL HEALTH EMERGENCY, PLEASE CONTACT 911 (OR YOUR LOCAL EQUIVALENT) OR GO TO THE NEAREST EMERGENCY ROOM;

(b) BRIGHTN (WITH THE EXCEPTION OF ITS AFFILIATED MEDICAL PROVIDERS) IS NOT A LICENSED MEDICAL CARE PROVIDER; DOES NOT PROVIDE MEDICAL TREATMENT, ADVICE, OR DIAGNOSIS; HAS NO EXPERTISE IN DETERMINING THE EFFECT OF ANY SPECIFIC TREATMENT ON A MEDICAL CONDITION; AND IS NOT YOUR HEALTHCARE PROVIDER;

(c) BRIGHTN IS NOT AND DOES NOT PROVIDE 911 OR OTHER EMERGENCY SERVICES AND MAY NOT CONTACT YOU OR ANYONE ON YOUR BEHALF WITH RESPECT TO YOUR MEDICAL CONDITION OR TREATMENT;

(d) ANY WRITTEN MATERIAL PROVIDED BY BRIGHTN AND NOT BY ITS AFFILIATED MEDICAL PROVIDERS THROUGH THE PRODUCTS AND SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE THE RELATIONSHIP BETWEEN YOU AND YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER;

(e) YOU SHOULD ALWAYS CONSULT A PHYSICIAN IF YOU HAVE ANY QUESTIONS REGARDING A MEDICAL CONDITION;

(f) NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ OR RECEIVED USING THE PRODUCTS AND SERVICES;

(g) THE BRIGHTN ENTITIES ASSUME NO LIABILITY WITH RESPECT TO ANY SURVEY OR RESEARCH/MEDICAL PROGRAM OR STUDY WITH WHICH YOU MAY BE USING THE PRODUCTS OR SERVICES; AND

(h) THE BRIGHTN ENTITIES ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, EFFECTIVENESS, OR CORRECT USE OF INFORMATION YOU RECEIVE THROUGH OR AS GENERATED BY THE PRODUCTS.

9.1 Wellness Planning Assumption of Risk

While there is research suggesting that wellness planning, journaling, mood tracking, engaging in activities focused on health, wealth, and purpose, and using the Brightn Zone can assist in the prevention and recovery process for a wide array of conditions, as well as in improving some performance and relationship issues, Brightn makes no guarantees that the Products and Services will provide a physical or therapeutic benefit. There have been rare reports where individuals with certain psychiatric conditions, such as anxiety and depression, have experienced worsening conditions in conjunction with intensive wellness planning and self-assessment activities. People with existing mental health conditions should speak with their healthcare providers before starting any wellness planning, journaling, mood tracking, or using the Brightn Zone.

9.2 Coaching Assumption of Risk

If you access and engage with our mental health coaching service, you will work with mental health coaches who will provide personal support, encouragement and motivation (“Coaches”). The Coaches who provide the mental health coaching services do not provide medical advice, professional clinical counseling or other clinical or psychotherapy services. None of the advice provided by the Coaches, the Website or the Products should be considered medical or clinical advice and none of such information is intended as medical or clinical advice. You should always talk to your physician or other other healthcare professionals for diagnosis and treatment, including information regarding which drugs or treatment may be appropriate for you. Do not disregard professional medical advice or delay seeking professional advice because of information you have read on our Website, Apps or received through a Coach. Do not stop taking any medications without speaking to your physician or other healthcare professional. The information provided in or through our Website, Apps or the Coaches is not intended to be a substitute for professional medical advice, diagnosis or treatment that can be provided by your doctor or physician, nurse, or any other medical or clinical healthcare professional.

9.3 AI ChatGPT Assumption of Risk

By using the AI ChatGPT product, you acknowledge and agree that the information and insights provided by the AI are for informational purposes only and are not a substitute for professional advice. You assume all responsibility for any actions taken based on the AI's outputs. Brightn is not liable for any errors, omissions, or outcomes resulting from the use of the AI ChatGPT product. Always consult a qualified professional for advice on specific issues.

10. WARRANTIES AND DISCLAIMERS

10.1 THE PRODUCTS AND SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. BRIGHTN DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PRODUCTS AND SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PRODUCTS AND SERVICES, INCLUDING:(A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND(B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. BRIGHTN DOES NOT WARRANT THAT THE PRODUCTS AND SERVICES OR ANY PORTION OF THE PRODUCTS AND SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE PRODUCTS AND SERVICES, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND BRIGHTN DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PRODUCTS OR SERVICES OR BRIGHTN ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PRODUCTS AND SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE BRIGHTN ENTITIES OR THE PRODUCTS AND SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE PRODUCTS AND SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

APPLICABLE LAW IN SOME JURISDICTIONS MAY IMPLY WARRANTIES, CONDITIONS, OR GUARANTEES OR IMPOSE OBLIGATIONS WHICH PROVIDE YOU WITH CERTAIN CONSUMER RIGHTS. THESE TERMS ARE IN NO WAY INTENDED TO RESTRICT THOSE RIGHTS AND BRIGHTN DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT BRIGHTN IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

10.2 Brightn’s Opportunities, including wellness content and mental health support, should not be considered healthcare, a medical device, or medical advice. Only your physician or other healthcare provider can provide medical advice. The guidance and materials we make available are intended to support, not replace, the relationship between you and your healthcare providers. We are not liable or responsible for any consequences of your having read or been informed about such advice or other materials, as you assume full responsibility for your decisions and actions. In particular, to the fullest extent permitted by law, we make no representations or warranties about the accuracy, completeness, or suitability for any purpose of the advice, other materials, and information provided as part of the Products and Services.

10.3 To the extent that you participate in any movement content derived from a Brightn opportunity featured in the Products or Services, you represent and warrant that you are in adequate physical health to perform such activities and have no disability or condition that would make such movement dangerous. You should consult a licensed physician prior to beginning or modifying any exercise program that you undertake, especially if you have a prior injury, a history of heart disease, high blood pressure, or other chronic illness or condition. You acknowledge that Brightn has advised you of the necessity of doing so.

11. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE‍

11.1 We are committed to complying with copyright and related laws, and we require all users of the Products and Services to do the same. This means you may not store any material or content on, or disseminate any material or content over, the Products or Services in any manner that infringes of third-party intellectual property rights, including rights granted by copyright law. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is our policy to terminate privileges of any user who repeatedly infringes the copyright rights of others upon receipt of proper notification to us by the copyright owner or the copyright owner’s legal agent. ‍

11.2 Owners of copyrighted works in the United States who believe that their rights under copyright law have been infringed may take advantage of certain provisions of the US Digital Millennium Copyright Act of 1998 (the “DMCA”) to report alleged infringements. ‍‍

11.3 If you feel that a posted message is objectionable or infringing, we encourage you to contact us immediately. Upon our receipt of a proper notice of claimed infringement under the DMCA, we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. Our designated agent (i.e., the proper party) to whom you should address such notice is listed below. ‍‍

11.4 If you believe that your work has been copied and posted on the Products or Services in a way that constitutes copyright infringement, please provide our designated agent with the following information:

(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

(b) A description of the copyrighted work or other intellectual property that you claim has been infringed;

(c) A description of where the material that you claim is infringing is located on the Products or Services;

(d) Your address, telephone number, and email address;

(e) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and

(f) A statement by you, made under penalty of perjury, that the information contained in your report is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

(g) Our designated agent for notice of claims of copyright infringement can be reached as follows:

By Mail: Brightn Attn: Copyright Agent 4221 Beverly RD SW Cedar Rapids, Cedar Rapids, IA 52402 ‍By Email: support@brightnapp.com Subject line: DMCA

12. ELECTRONIC COMMUNICATIONS CONSENT

Email, text messaging, push notifications and other electronic communication (“Electronic Communications”), such as posting notices on the Products or Services allow Brightn to exchange information with you efficiently in connection with the provisioning of our Products and Services, product information, appointment reminders, and links to surveys.

Your use of the Products and Services means that you agree and consent to the use of Electronic Communications as an acceptable form of communication for the purposes of receiving our Products and Services and product information.

By providing us with your phone number, you consent to receive SMS/text message communications related to the Products and/or Services, including marketing and promotional messages, even if the phone number you provide is registered on any federal or state Do-Not-Call registry. Standard text messaging charges from your cell phone carrier will apply to text messages we send. You may opt out of receiving SMS/ text message communications from us at any time by replying “STOP”. We will send a final SMS message to confirm that you have been unsubscribed, and after this, you will no longer receive SMS messages from us.

You acknowledge that Electronic Communications may not be a completely secure means of communication, and there may be the potential for such communications to be accessed in storage or during transmission. We will limit the amount and type of confidential information disclosed in unencrypted Electronic Communications in compliance with our privacy policy.

Applicable laws require that some of the information or communications we send to you should be in writing. You agree to transact with us electronically, and that communication with us will be mainly electronic. You acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. You have the right to receive a paper copy of the communications. To receive a paper copy, please request it by emailing us at support@brightnapp.com. Please be sure to state that you are requesting a copy of the particular communication.

If you wish to change your email address, phone number, or modify your preferences regarding the use of email and text communication, please contact us at support@brightnapp.com. You can also contact support@brightnapp.com to unsubscribe from further communications. Unsubscribing from communication may impact your ability to use the Products or Services.

We reserve the right, in our sole discretion, to discontinue the provision of your Electronic Communications, or to terminate or change the terms and conditions on which we provide Electronic Communications. We will provide you with notice of any such termination or change as required by law.

13. INTERNATIONAL USE

If you are located outside of the United States, you may have access to our health, wealth and purpose content and supporting app features. The purpose of such content and supporting features is not the diagnosis, prevention, monitoring, prediction, prognosis, treatment or alleviation of disease. Any additional services, included but not limited to therapy or psychiatry services, are provided by our partners or affiliates and your engagement with such additional services is governed by additional terms and policies which will be presented to you when applicable.

You may not export or re-export any Products except in full compliance with all Applicable Law, including in particular the Export Administration Regulations of the U.S. Department of Commerce.

You may not access to the Products or Services or any features thereof from countries or territories where such access is illegal, banned or restricted, including in any sanctioned countries or territories.

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN TYPES OF WARRANTIES AND CONDITIONS OR LIMITATIONS ON CERTAIN TYPES OF DAMAGES, SO SOME OF THE DISCLAIMERS IN SECTION 10 OR LIMITATIONS IN SECTION 14.3 MAY NOT APPLY TO YOU.

14. GENERAL

14.1 ASSIGNMENT BY US Brightn may transfer its rights and obligations under these Terms to any company, firm or person at any time if it does not materially affect your rights under it. You may not transfer your rights or obligations under these Terms to anyone else. These Terms are personal to you and no third party is entitled to benefit under these Terms except as set out here.

14.2 INDEMNITY To the fullest extent permitted by law, you are responsible for your use of the Products and Services, and you will defend and indemnify Brightn, your employer, your health plan, or provider (as applicable) and each of their respective officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Brightn Entities”) from and against any claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with:

(a) your unauthorized use of, or misuse of, the Products or Services;

(b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any Applicable Law;

(c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or

(d) any dispute or issue between you and any third party. The foregoing indemnification obligation is subject to a Brightn Entity promptly informing you in writing of any such claim, demand, action, or suit; provided that any failure to so inform you will not prejudice your obligation of indemnity, except to the extent materially prejudiced thereby. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

14.3 LIMITATION OF LIABILITY TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE BRIGHTN ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE PRODUCTS AND SERVICES OR ANY MATERIALS OR CONTENT ON THE PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY BRIGHTN ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. ‍EXCEPT AS PROVIDED IN THE ARBITRATION CLAUSE AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE BRIGHTN ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE PRODUCTS AND SERVICES OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO BRIGHTN FOR ACCESS TO AND USE OF THE PRODUCTS AND SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $10,000. ‍EACH PROVISION OF THESE TERMS THAT PROVIDES FOR AN ASSUMPTION OF RISK, LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.4 NO WAIVER If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms.

14.5 FORCE MAJEURE We will not be liable to you for any lack of performance, or the unavailability or failure, of the Products and Services, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.

14.6 NOTICES Unless otherwise specifically indicated, all notices given by you to us must be given to Brightn at support@brightnapp.com. We may give notice to you at the e-mail address you provide to us when you register, or in any of the ways specified in these Terms. Notice will be deemed received and properly served immediately when posted on the Products or when an e-mail or other electronic communication is sent. In proving the service of any notice via email, it will be sufficient to prove that such email was sent to the specified e-mail address of the addressee.

14.7 ENTIRE AGREEMENT These Terms and any additional terms or policies expressly referred to in these Terms constitute the whole agreement between us and supersede all previous oral or written discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the Products and Services. We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the additional terms or policies expressly referred to in these Terms. Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract. Nothing in this Section limits or excludes any liability for fraud.

14.8 THIRD PARTY RIGHTS A person who is not party to these Terms will not have any rights under or in connection with these Terms, except as described in Section 11 (DMCA).

14.9 EXCLUSIVE VENUE To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Brightn agree that all claims and disputes arising out of or relating to the Terms or the use of the Products and Services will be litigated exclusively in the United States District Court of Iowa. If, however, that court would lack original jurisdiction over the litigation, then all claims and disputes arising out of or relating to the Terms or the use of the Products and Services will be litigated exclusively in the Superior Court of Linn, County of Cedar Rapids. You and Brightn consent to the personal jurisdiction of both courts.

14.10 CHOICE OF LAW The laws of Iowa, other than its conflict-of-laws principles, govern these Terms and any disputes arising out of or relating to these Terms or their subject matter, including tort claims, except to the extent they are preempted by U.S. federal law. The United Nations Convention on Contracts for the International Sale of Goods will not apply.

‍14.11 SEVERABILITY If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions. ‍Brightn is located at 4221 Beverly Rd, Cedar Rapids, IA 52404.