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Master Services Agreement
Master Services Agreement
Effective Date: March 30, 2026
This Master Services Agreement (“Agreement”) sets forth the terms and conditions under which you may access and use the Brisk for Schools & Districts solution and governs any and all quote(s), order form(s), statement(s) of work, and/or other ordering document(s) that expressly reference this Agreement (each, an “Ordering Doc,” and, collectively, “Ordering Docs”). The Brisk for Schools & Districts solution, as it may be further described in one or more Ordering Doc(s), together with any Professional Services (as defined below), are collectively referred to herein as the “Service” or the “Services.”
This Agreement is a legally binding agreement between Brisk Labs Corp. (“we,” “us,” “our,” or “Brisk”) and the legal entity that entered into one or more Ordering Doc(s) (“Educational Institution” or “you” or “your”). By entering into one or more Ordering Doc(s), you signify that you have read, understood, and agree to be bound by this Agreement; if you do not agree, you may not use the Services. You may use the Services only if you can form a binding contract with Brisk, and only in compliance with this Agreement and all applicable laws. You also acknowledge that your information and information relating to the Authorized Users (as defined below) will be collected and used as set forth in the Brisk Privacy Notice. If you have not entered into a separate data processing agreement with Brisk, then the Brisk Data Processing Addendum (the “DPA”) and the Brisk Student Data Processing Addendum (the “Student DPA”) are hereby incorporated herein by this reference.
We may, at our option and in our full discretion, modify the terms of this Agreement. Upon making changes, we will update the “Effective Date” found at the top of this page. If we make material changes to this Agreement, we will provide reasonable notice to you, such as by email to your registered email address, by prominent posting on this website or our online services, or through other appropriate communication channels. Your (or any Authorized User’s) continued use of the Services on or after the date on which changes to this Agreement become effective constitutes your acceptance of the new terms.
*** Please read these terms carefully to ensure that you understand each provision. These terms contain a mandatory individual arbitration agreement in Section 3.9 (the “Arbitration Agreement”) and a class action/jury waiver provision in Section 3.10 (the “Class Action/Jury Trial Waiver”), which require, unless you opt out pursuant to the instructions in Section 3.9, the exclusive use of final and binding arbitration on an individual basis only to resolve disputes, rather than jury trials or class, collective, private attorney general, or representative actions or proceedings. ***
Section 1: BRISK SERVICES
1.1 ACCESSING THE SERVICES
You hereby represent and warrant that you shall install, or cause to be installed, the browser extension enabling the Services only on devices you own or control, and that you have provided appropriate disclosures to, and received any and all necessary consents from, any and all authorized users of such devices regarding the installation of the browser extension. For clarity and without limitation, you are solely responsible for the selection of the devices on which the browser extension will be installed and of the User Accounts (as defined below) with which the browser extension will be associated, and for the installation of the browser extension on such devices.
You hereby further represent and warrant to us that: (a) you have not, and no Authorized User has, previously been suspended or removed from the Services; and (b) your, and the Authorized Users’, access to and use of the Services is and will be in compliance with any and all applicable laws and regulations.
Subject to the terms and conditions of this Agreement, Brisk grants to you revocable permission to permit your employees and other personnel, including teachers (including but not limited to administrators who access the Services on the teachers’ behalf) (“Teachers”), as well as any students who may use the Services under your supervision (“Students”), in each case who (i) are authorized by you to access and use the Services through User Accounts and (ii) have read and agreed to our Terms of Use (“Authorized Users”) to access and use the Services. We reserve all rights not expressly granted to you in the Services and the Brisk Content (as defined below).
1.2 DETAILS ABOUT THE BRISK SERVICES
Educational Institution will use its institutional-level account on the Services (the “Institutional Account”) to manage your relationship with Brisk, including with respect to billing, subscription management, and overall administration of access to the Services.
You will ensure that each Authorized User uses only the user account assigned to such individual for the purposes of enabling such individual to access and use the Services (each such user account, a “User Account”). Each User Account is personal to the Authorized User to whom it is originally assigned and may not be shared with, or transferred to, any other individual. Educational Institution shall promptly deprovision or suspend any User Account in the event that the applicable individual is no longer authorized by the Educational Institution or by us to access the Services, including upon such individual’s separation from the Educational Institution. Educational Institution will ensure that all information submitted or otherwise provided in connection with setting up each User Account is accurate, complete, and up to date.
Educational Institution may designate certain of its personnel to serve as administrators of the Institutional Account (each, an “Administrator”). Each Administrator shall be provisioned with a User Account that has been granted elevated permissions as well as access to additional administrative tools and functionality within the Services, in each case as appropriate for the applicable Administrator (each such User Account, an “Admin Account”). For the avoidance of doubt, Admin Accounts are a subset of User Accounts, and Administrators are Authorized Users with respect to which Educational Institution is subject to all obligations applicable to Authorized Users under this Agreement, in addition to any obligations specific to Administrators set forth herein. Through an Admin Account, an Administrator may, as applicable, provision and deprovision User Accounts, manage access permissions for Authorized Users, configure settings within the Institutional Account, and access usage data, reports, and other administrative features that we may make available. Educational Institution shall ensure that Admin Account access is limited to those individuals who require such elevated permissions in the performance of their duties on behalf of Educational Institution, and Educational Institution shall promptly revoke Admin Account privileges from any individual who no longer requires such access.
Educational Institution will be solely responsible for administering and monitoring the use of login IDs, passwords, and other authentication credentials permitting access to the Services (collectively, “Credentials”). Educational Institution is solely responsible to us for the activity that occurs on or via each User Account, for any unauthorized access to the Institutional Account or to any User Account, and for any use or misuse of Credentials. We encourage the use of “strong” Credentials (Credentials that use a combination of upper- and lower-case letters, numbers, and symbols) to protect the Institutional Account and the User Accounts. You must notify Brisk immediately of any breach of security or unauthorized use of the Institutional Account or of any User Account. Without limiting the generality of any of the foregoing, Brisk will not be liable for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access to or use of the Services, the Institutional Account, or any User Account, or the information contained in any of the foregoing.
By connecting to the Services using a third-party single sign-on or other authentication service (each such service, an “Authentication Service”), you, on behalf of yourself and the Authorized Users, give Brisk permission to access and use all information from that Authentication Service pertaining to Educational Institution and/or to any Authorized User, as permitted by that Authentication Service, and to store log-in credentials for that Authentication Service. With respect to any use of an Authentication Service to log in to the Institutional Account or to any User Account, and with respect to any use of an Authentication Service as integrated with the Services, you agree to comply with any and all applicable terms and conditions and policies of such Authentication Service, which terms may include, without limitation, the Google APIs Terms of Service, the Microsoft APIs Terms of Use, and/or the Clever Terms of Use, in each case as may be updated from time to time (collectively, “Authentication Service Terms”).
1.3 RESTRICTED USES
Educational Institution will not, and will not allow any Authorized User or other third party to: (a) copy, distribute, or disclose any part of the Services in any medium, including but not limited to by any automated or non-automated “scraping”; (b) use any automated system, including but not limited to “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the Brisk servers than a human can reasonably produce in the same period of time by using a conventional online web browser; (c) transmit spam, chain letters, or other unsolicited email; (d) attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Services; (e) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our infrastructure; (f) transmit any malicious software agents through the Services; (g) collect or harvest any third-party personal information from the Services; (h) use the Services for any commercial solicitation purposes; (i) impersonate another entity or person or otherwise misrepresent your (or any Authorized User’s) affiliation with an entity or person, conduct fraud, or hide or attempt to hide your (or any Authorized User’s) identity; (j) interfere with the proper working of the Services; (k) access any content on the Services through any technology or means other than those provided or authorized by the Services; or (l) bypass the measures we use to prevent or restrict access to the Services, including but not limited to features that prevent or restrict use or copying of any content or that enforce limitations on use of the Services or related content.
We continually update the Services in an effort to improve them. While we plan to continue to offer our Services, we may, without prior notice, change, cancel, create usage limits for, or permanently or temporarily stop offering or allowing you access to the Services (“Service Changes”). While we will try to give you advance notice of Service Changes that will adversely affect you, this might not be practical or possible and we retain the right to make Service Changes, without notice and without liability, for any or no reason. You continue to be bound by this Agreement even if and when the Services (or any portion thereof) are no longer available to you.
1.4 ENFORCEMENT
Educational Institution shall ensure that all Authorized Users comply with the terms of this Agreement. Educational Institution will be solely responsible and liable to Brisk for all acts and omissions of the Authorized Users in relation to the Services and this Agreement. Educational Institution shall promptly notify Brisk of any suspected or alleged violation of any term of this Agreement by an Authorized User or any unauthorized third party and shall cooperate with Brisk with respect to any Brisk investigation relating to the same and/or efforts to enforce the terms of this Agreement. Brisk may elect, in its sole discretion, to suspend or terminate any Authorized User’s access to the Services (or any portion thereof), effective upon notice to Educational Institution, in the event that Brisk reasonably determines that such Authorized User has violated any term of this Agreement or has otherwise violated any applicable law.
1.5 USER CONTRIBUTIONS
The Services may contain interactive features like personal messaging and product review functions, as well as other features and functionality, that allow Authorized Users and other users of the Services to post, submit, publish, display, or transmit (collectively, “Share”) documents, text, images, messages, content, and other materials (“User Contributions”). All User Contributions must comply with this Agreement.
Educational Institution hereby agrees, on behalf of itself and the applicable Authorized Users, to allow others to view, edit, Share, and/or otherwise interact with User Contributions Shared by or on behalf of Educational Institution or by an Authorized User, in accordance with the Services’ functionality (as it may be modified by your settings). We have the right (but not the obligation), in our sole discretion, to monitor and remove any User Contributions that are Shared via our Services. Educational Institution hereby grants, on behalf of itself and the applicable Authorized Users, each user of the Services a non-exclusive license to access any and all User Contributions Shared by or on behalf of Educational Institution or by an Authorized User, through the Services, and to use, copy, reproduce, distribute, publicly display, and publicly perform such User Contributions. You also hereby grant, and represent and warrant that you have all rights necessary to grant, to us an irrevocable, perpetual, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to use, copy, reproduce, store, modify, distribute, publicly display, and publicly perform any and all User Contributions Shared by or on behalf of Educational Institution or by an Authorized User: (a) to maintain and provide our Services; (b) other than with respect to User Contributions submitted as personal messaging, to improve our products and services and for our other business purposes, such as data analysis, customer research, developing new products or features, and identifying usage trends; and (c) to perform such other actions as described in the Brisk Privacy Notice or as authorized by you in connection with your (or any Authorized User’s) use of the Services.
As between the parties, Educational Institution, not Brisk, is solely responsible for any and all User Contributions Shared by or on behalf of Educational Institution or by an Authorized User, and Educational Institution is fully responsible for the content of such User Contributions, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to you or to any Authorized User or other third party for the content of any User Contributions Shared.
We have the right to:
- Remove or refuse to post any User Contributions in our sole discretion.
- Take any action with respect to any User Contribution that we deem, in our sole discretion, necessary or appropriate, including if we believe that such User Contribution violates this Agreement, infringes any Intellectual Property Right (as defined below) or other right of any person or entity, threatens the safety of users of the Services or the public, or could create liability for us.
- Disclose your or any Authorized User’s identity or other information to any third party that claims that material posted by you or on your behalf or by an Authorized User violates their rights (for example, their Intellectual Property Rights or their right to privacy).
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
- Terminate or suspend your or any Authorized User’s access to all or part of the Services, for any or no reason, including without limitation, any violation of this Agreement.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. *** You waive and hold us and our affiliates, licensees, and service providers harmless from any claims resulting from any actions taken during, or taken as a consequence of, investigations related to such cooperation. ***
We cannot review all User Contributions before they are Shared, and we cannot ensure prompt removal of objectionable material after it has been Shared. We assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user of the Services or other third party. We disclaim any and all liability and responsibility to anyone for performance or nonperformance of the activities described above.
You are fully responsible for your and the Authorized Users’ interactions with other users of the Services, and we have no liability for such interactions or for any user’s actions or inactions with respect to you or to any Authorized User.
1.6 USER INPUT; OUTPUT
You and your Authorized Users may also submit User Contributions to be processed by the Services’ generative AI features or request that the Services’ generative AI features process certain User Contributions to which we have access at the time of such request (the User Contributions described in this sentence, “User Input”) in order to make use of the Services, including by generating outputs such as essay feedback, lesson plans, quizzes, exemplars, and other resources for the purpose of complementing, and not replacing, the underlying materials (collectively, “Output”), in each case in accordance with the terms and conditions of this Agreement. You represent and warrant that: (a) you own, or have lawfully acquired, all User Input and (b) your and the Authorized Users’ submissions of, or requests for the processing of, User Input are and will be for the purpose of generating supplemental educational materials to support instructional activities. Subject to your and the Authorized Users’ compliance with this Agreement, you may permit the Authorized Users to use such Output for any lawful purpose (except as described below), on a royalty-free basis, provided that you acknowledge and agree that: (i) Brisk has no responsibility for the legality, reliability, accuracy, or appropriateness of User Input; (ii) Brisk is neither responsible nor liable to any third party for the content or accuracy of any User Input or Output; (iii) no ownership of Intellectual Property Rights in or to the Services is transferred to you or to any Authorized User as a result of a submission of User Input or use of any of the Services or Output; and (iv) we may, by notice to you at any time, limit your and the Authorized Users’ use of the Output or require you to cease, and to ensure that the Authorized Users cease, using Output (and delete any copies of Output) if we form the view, in our sole and absolute discretion, that your and/or the Authorized Users’ use of the Output may infringe the rights of any third party or violate any applicable law or regulation. You shall, and shall ensure that the Authorized Users do not, represent that Output was human-generated or use any Output to train your own machine learning models.
DUE TO THE NATURE OF MACHINE LEARNING, THE OUTPUT MAY NOT BE UNIQUE ACROSS CUSTOMERS OR USERS OF THE SERVICES, AND THE SERVICES MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR OTHER CUSTOMERS OR USERS. USE OF THE SERVICES MAY RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT REALITY. YOU MUST EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR YOUR (OR ANY AUTHORIZED USER’S) USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT. YOU UNDERSTAND AND AGREE THAT THE OUTPUT MAY CONTAIN “HALLUCINATIONS” AND MAY BE INACCURATE, OBJECTIONABLE, INAPPROPRIATE, OR OTHERWISE UNSUITED TO YOUR (OR ANY AUTHORIZED USER’S) PURPOSE, AND YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES YOU OR ANY AUTHORIZED USER OR OTHER THIRD PARTY ALLEGES TO INCUR AS A RESULT OF, OR RELATING TO, ANY OUTPUT OR OTHER CONTENT GENERATED BY, OR ACCESSED ON OR THROUGH, THE SERVICES.
1.7 FEES FOR SERVICES
You will pay us the charges and fees set forth in the Ordering Document(s). All charges and fees are non-refundable and non-cancellable once an Ordering Doc has been entered into by both parties. Without limiting the generality of the foregoing, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Services, any content or data associated with your Institutional Account or any User Account, or for anything else.
All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions, or other monetary transaction interactions.
1.8 PROFESSIONAL SERVICES
From time to time, we may provide you with certain professional services, including but not limited to the intake, conversion, digitization and related processing of curriculum and instructional materials, as may be further described in one or more Ordering Doc(s) (collectively, “Professional Services”).
You will pay us the charges and fees for Professional Services as set forth in the applicable Ordering Doc(s). Unless otherwise specified in the applicable Ordering Doc, all charges and fees for Professional Services will be invoiced upon mutual execution of such Ordering Doc and will be due and payable within thirty (30) days of the date of invoice. All fees are non-refundable and non-cancellable once an Ordering Doc has been entered into by both parties. We reserve the right to suspend performance of any Professional Services in the event of your failure to timely pay any amounts due.
You will be solely responsible for providing Brisk with all User Contributions and information reasonably necessary for Brisk to perform the Professional Services, and you will deliver the same to Brisk in a manner and format reasonably acceptable to Brisk and in accordance with any specifications set forth in the applicable Ordering Doc(s). You represent and warrant that you have all rights, licenses, consents, and permissions necessary to provide the User Contributions to Brisk and to authorize Brisk’s (or Brisk’s agent’s) use of such User Contributions for the purpose of performing the Professional Services.
You acknowledge and agree that Brisk’s ability to perform the Professional Services is dependent upon your timely provision of User Contributions and reasonable cooperation. Any delays resulting from your failure to provide User Contributions or to otherwise cooperate with Brisk in a timely manner will not constitute a breach by Brisk of its obligations hereunder or under any Ordering Doc, and Brisk shall be entitled to extend, by written notice to you, all or any due dates agreed upon by the parties as Brisk deems reasonably necessary.
You acknowledge that certain User Contributions may be in a condition that renders them unsuitable for processing or that may result in diminished output quality. The quality, accuracy, and completeness of any output resulting from the Professional Services are inherently dependent upon the quality and condition of the User Contributions you provide. Brisk will have no liability for (a) any loss of, or damage to, User Contributions arising from the condition of such materials at the time of delivery to Brisk, normal wear and tear incident to handling and processing, or any cause beyond Brisk’s reasonable control, or (b) any failure by Brisk to perform the Professional Services, or any deficiencies in the output of the Professional Services, to the extent attributable to the quality, condition, legibility, or completeness of the User Contributions.
Section 2: RIGHTS IN OUR CONTENT
“Intellectual Property Rights” means all worldwide patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights, as may now exist or hereafter come into existence, and all related applications and registrations, renewals, and extensions.
The Services and all materials incorporated into, included with, or otherwise made available in connection with the Services, including, but not limited to, the Output, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and any content belonging to Brisk or to any third party, but excluding your User Contributions (collectively, the “Brisk Content”), and all related Intellectual Property Rights, are the exclusive property of Brisk and its licensors. Except as specified in this Agreement, nothing may be deemed to create a license in or under any such Intellectual Property Rights, and you will not, and will ensure that the Authorized Users do not, sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any Brisk Content. To be clear: any use of the Brisk Content for a purpose not expressly permitted by this Agreement is strictly prohibited.
To the extent Educational Institution or any Authorized User provides us any suggestions, recommendations, or other feedback relating to the Services or to any other Brisk products or services (collectively, “Feedback”), you hereby assign, on behalf of yourself and the applicable Authorized User(s), to us all rights (including Intellectual Property Rights), title, and interest in and to the Feedback. Accordingly, we are free to use the Feedback and any ideas, know-how, concepts, techniques, and/or other intellectual property contained in the Feedback, without providing any attribution or compensation to you or to any Authorized User or other third party, for any purpose whatsoever, although we are not required to use any Feedback. You acknowledge that, by acceptance of your (or any Authorized User’s) submission of Feedback, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from other sources.
Section 3: GENERAL LEGAL TERMS
3.1 BRISK DATA
Certain parts of the Services may allow you to obtain or access analytics or other data or information associated with the Institutional Account or any applicable User Account (“Brisk Data”). The data elements we collect and use to create Brisk Data may vary depending on your student information system (“SIS”) type and the applications you are working with. You can find the data elements used by each application by going to your dashboard.
Brisk Data is licensed to you for your use on a limited basis, and is governed solely by the terms of this Agreement and is available for distribution only at our sole discretion. Brisk owns the Institutional Account and all User Accounts, along with any rights of access or rights to data stored by or on behalf of Brisk on Brisk servers, including but not limited to any data representing any or all of the Brisk Data. Brisk has the right to manage, control, and even eliminate Brisk Data.
*** You understand and agree that any data, account history, and account content residing on Brisk’s servers may be deleted at any time, for any reason, in Brisk’s sole discretion, with or without notice and with no liability of any kind. We do not provide or guarantee, and expressly disclaim, any value, cash or otherwise, attributed to any data residing on Brisk’s servers. ***
3.2 PRIVACY AND SECURITY
By accessing and using the Services, you acknowledge that we will collect, use, and disclose personal information relating to the Authorized Users as set forth in the Brisk Privacy Notice.
Brisk may collect or have access to Student Data. “Student Data” is personal information that is directly related to an identifiable student that is maintained by you or a related entity or organization, or by us on behalf of such entity. Student Data may include “educational records” as defined by the Family Educational Rights and Privacy Act (“FERPA”), 20 U.S.C. § 1232(g).
3.3 THIRD-PARTY LINKS AND INFORMATION
The Services may contain links to third-party sites, materials, and/or services (collectively, but excluding the Authentication Services, “Third-Party Materials”) that are not owned or controlled by Brisk. Brisk does not endorse or assume any responsibility for any such Third-Party Materials. To the extent Educational Institution or any Authorized User accesses Third-Party Materials from the Services or Shares User Contributions on or through any Third-Party Materials, this is done at Educational Institution’s own risk, and you understand that this Agreement does not apply to any use of such Third-Party Materials. You expressly relieve Brisk from any and all liability arising from any use of any Third-Party Materials.
3.4 INDEMNITY
You will defend, indemnify, and hold Brisk and its subsidiaries and other affiliated companies, and its and their respective employees, contractors, agents, officers, directors, managers, and licensors harmless from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (a) your and/or any Authorized User’s access to and/or use of the Services, including any User Contributions, Output, or other data or content transmitted or received by you or by any Authorized User; (b) your and/or any Authorized User’s access to and/or use of Third-Party Materials; (c) your or any Authorized User’s alleged violation of any term of this Agreement, including but not limited to a breach of any of the representations and warranties; (d) your or any Authorized User’s alleged violation of any third-party right, including but not limited to any right of privacy or Intellectual Property Right; (e) your or any Authorized User’s alleged violation of any applicable law, rule or regulation; (f) your or any Authorized User’s alleged violation of any Authentication Service Terms; (g) any content or information submitted via the Institutional Account or any User Account; or (h) any other party’s access to and/or use of the Services with Credentials associated with you or with any Authorized User.
We will defend, indemnify, and hold you and your Authorized Users harmless from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from our alleged violation of any third-party right, including but not limited to any right of privacy or Intellectual Property Right.
3.5 BRISK WARRANTY
Brisk will make the Services available in substantial conformity with any applicable documentation and the applicable Ordering Doc(s). Brisk’s sole liability (and your sole and exclusive remedy) for any breach of this warranty will be to use commercially reasonable efforts to provide you with an error correction or work-around that corrects the reported non-conformity, or, if Brisk determines, in its sole discretion, such remedy to be impracticable, to allow you to terminate the applicable Ordering Doc(s) and receive, as your sole and exclusive remedy and Brisk’s entire liability, a refund of any fees you have pre-paid for use of any portion of the Services you have not received as of the date of the warranty claim. The warranty set forth in this Section will not apply: (a) unless you make a claim within thirty (30) days of the date on which the condition giving rise to the claim first appeared, (b) if the error was caused by misuse, unauthorized modifications, or third-party hardware, software, or services, or (c) to any Services provided on a no-charge or evaluation basis or as part of a promotion.
3.6 DISCLAIMER
*** You acknowledge that, except for the express warranties set forth in this Agreement, to the maximum extent permitted by applicable law, the Services and Brisk Content are made available: (a) on an “AS IS,” “WITH ALL FAULTS,” and “AS AVAILABLE” basis, including without limitation with respect to any AI features; and (b) without warranties of any kind, whether express or implied, including, but not limited to, warranties of: (i) merchantability, (ii) fitness for a particular purpose, (iii) title, non-infringement, and breach of third-party rights, (iv) adequacy, accuracy, timeliness, and completeness, (v) arising through course of dealing or usage of trade, and (vi) uninterrupted or error-free access or use. Without limiting the foregoing, Brisk and its subsidiaries and other affiliated companies, and its and their respective licensors, do not warrant that the Brisk Content is accurate, reliable, or correct; that the Services will meet your or any Authorized User’s requirements; that the Services will be available at any particular time or location, uninterrupted; that any defects or errors will be corrected; or that the Services are free of viruses or other harmful components. Any content or output downloaded or otherwise obtained through the use of the Services is downloaded at your own risk and you will be solely responsible for any damage to your computer system or loss of data that results from such download or your or any Authorized User’s use of the Services. We do not warrant, endorse, guarantee, or assume responsibility for any Third-Party Materials, and we will not be a party to or in any way monitor any transaction between you and third-party providers of Third-Party Materials.
Federal law and some states, provinces, and other jurisdictions do not allow exclusions and limitations of certain implied warranties, so some of the above limitations may not apply to you. ***
3.7 LIMITATION OF LIABILITY
*** Brisk assumes no liability or responsibility for any (a) errors, mistakes, inaccuracies, or omissions of or in content; (b) personal injury or property damage, of any nature whatsoever, resulting from access to or use of the Services; (c) any unauthorized access to, or use of, our secure servers and/or any and all personal information stored therein; (d) any interruption or cessation of transmission to or from the Services; (e) any malicious software agents that may be transmitted to or through the Services by any third party; and/or (f) User Contributions or the defamatory, offensive, or illegal conduct of any third party. ***
*** TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO A PARTY’S (a) BREACH OF ANY OF ITS REPRESENTATIONS OR WARRANTIES HEREUNDER, (b) INDEMNIFICATION OBLIGATIONS HEREUNDER, AND/OR (c) ANY AMOUNTS OWED OR PAYABLE TO BRISK HEREUNDER: (i) NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, OR OTHER INTANGIBLE LOSSES), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (ii) IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF EITHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), AND STRICT LIABILITY, EXCEED THE AMOUNT OF FEES PAID BY EDUCATIONAL INSTITUTION HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. ***
The Services are controlled and operated from US-based facilities, and we make no representations that they are appropriate or available for use in other locations. To the extent Educational Institution or any Authorized User accesses or uses the Services from other jurisdictions, as between the parties, Educational Institution is entirely responsible for its and the Authorized Users’ compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not allow any individuals who are residents of a country embargoed by the United States to access or use the Services on your behalf, and you may not use the Services if you are a foreign entity blocked or denied by the United States government.
3.8 GOVERNING LAW
You agree that: (a) the Services will be deemed solely based in California; and (b) the Services will be deemed passive services that do not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement will be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. You acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement below and preempts all state laws to the fullest extent permitted by law. If the FAA is determined to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and be governed by the law of the State of California. The application of the United Nations Convention on Contracts for the International Sale of Goods does not apply. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Santa Clara County, California for any actions related to this Agreement. You agree that Santa Clary County, California is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration Agreement below is found to be unenforceable.
3.9 ARBITRATION AGREEMENT
*** Read this section carefully because it requires you and Brisk to arbitrate our disputes and limits the manner in which you can seek relief from Brisk. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and Brisk that arises out of or relates to, directly or indirectly: (a) this Agreement, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Services, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the Services; and/or (d) any other aspect of your relationship or transactions with us, directly or indirectly (each, a “Claim,” and, collectively, “Claims”). This Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to this Agreement. ***
You can reject and opt-out of this Arbitration Agreement within 30 days of accepting this Agreement by emailing us at privacy@briskteaching.com with your legal entity name and stating your intent to opt-out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of this Agreement, including the provisions regarding controlling law or in which courts any disputes must be brought.
For any Claim, you agree to first contact us at privacy@briskteaching.com and attempt to resolve the Claim with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim exclusively through binding arbitration by AAA before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in Delaware, unless we agree otherwise. Each party will be responsible for paying any AAA filing, administrative, and arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and Brisk agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Claims relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Agreement, any provision of the Agreement, is unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.
Nothing in this section shall be deemed as: preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security or Intellectual Property Rights or other proprietary rights; or preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.
If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of this Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver below is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.
3.10 CLASS ACTION / JURY TRIAL WAIVER
*** All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the Arbitrator may not consolidate more than one person’s claims. You and Brisk agree that the Arbitrator may award relief only to an individual claimant and only to the extent necessary to provide relief on your individual claim(s). Any relief awarded may not affect other users of the Services. You and Brisk further agree that, by entering into this Agreement, you and Brisk are each waiving the right to a trial by jury or to bring, join, or participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind as a plaintiff or class member. ***
3.11 DMCA NOTICE
Since we respect artist and content owner rights, it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Services;
4. Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, e-mail address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Attn:
DMCA Notice
Legal Department
Tel.:
Email:
hello@briskteaching.com
*** Under Federal Law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees. This procedure is exclusively for notifying us that your copyrighted material has been infringed. The requirements above are intended to comply with our rights and obligations under the DMCA, but do not constitute legal advice. It may be advisable to contact an attorney regarding rights and obligations under the DMCA and other applicable laws. In accordance with the DMCA and other applicable law, we have a policy of terminating, as appropriate, users of the Services deemed to be repeat infringers. We may also choose to limit access to the Services and terminate the User Accounts of anyone that infringes Intellectual Property Rights of others, whether or not there is any repeat infringement. ***
3.12 MISCELLANEOUS
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be freely assigned by us. This Agreement, together with any amendments, Ordering Doc(s), and any additional agreements you may enter into with Brisk in connection with the Services, including any and all other agreements referenced herein, constitute the entire agreement between you and Brisk concerning the Services. Except as otherwise stated in the Arbitration Agreement, if any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term, and Brisk’s failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision. If access to the Services is licensed to the United States government or any agency thereof, then the Services will be deemed to be “commercial computer software” and “commercial computer software documentation,” pursuant to DFARS Section 227.7202 and FAR Section 12.212, respectively, as applicable. Any use, reproduction, release, performance, display, or disclosure of the Services and any accompanying documentation by the U.S. Government will be governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement. Neither party will hold itself out to be a joint venturer of the other, and neither party is authorized or empowered to act as the agent of the other.
3.13 COMMUNICATIONS BETWEEN THE PARTIES
If you have any questions about this Agreement, please contact us at:
privacy@briskteaching.com.
Except as may otherwise be set forth herein or in an Ordering Doc, each party consents to receive all communications, agreements, notices, and disclosures related to this Agreement or the Services electronically, including by email or through notifications within the Services. Each party agrees that any notice or communication sent in compliance with this Section satisfies any legal requirement that such communication be in writing. You may update your designated contact information through your account settings within the Services or by providing written notice to Brisk. We may update our contact information by posting the updated details within the Services or by providing written notice to you.
We may send service-related communications to your designated contact or Authorized Users via email or through notifications within the Services, including communications regarding scheduled maintenance, service updates, security alerts, and changes to the Services (collectively, “Service Communications”). Service Communications are operational in nature and are not subject to opt-out, as they are necessary for the proper administration of the Services.
We may also, from time to time, send promotional or marketing communications to your designated contact or Authorized Users regarding new features, product offerings, or other opportunities (collectively, “Marketing Communications”). You may opt out of receiving Marketing Communications at any time by providing us written notice, by adjusting notification preferences within the account settings of the Services, or by using any unsubscribe mechanism included in such communications.