BRITECO TERMS OF SERVICE
1. AGREEMENT TO AND ACCEPTANCE OF TERMS OF SERVICE
BriteCo LLC, a Delaware limited liability company (“BriteCo”), makes available an appraisal system through an online website and an associated technology platform (such website, any mobile application software and any technology platform BriteCo may provide now or in the future, collectively, the “BriteCo Platform”), provides information, documents (including, without limitation, Appraisal Reports) and other content through the BriteCo Platform (collectively, the “Content”), and provides services (including, without limitation, Appraisal Service) available through the BriteCo Platform (collectively, the “Services”) pursuant to the terms and conditions set forth below and the terms and conditions incorporated herein by reference (collectively, these “Terms of Service”), which constitute a legally binding agreement between BriteCo and the individual or professional organization who registers for an account as a described herein (“you” or the “User”). Any individual who registers any User hereby represents and warrants that he or she has the authority to act on behalf of the User and is authorized to bind the User to these Terms of Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. YOU MAY ACCEPT THESE TERMS OF SERVICE DURING THE ACCOUNT REGISTRATION PROCESS OR LOGIN PROCESS, WHICH CONTAIN THE EXPRESS ACKNOWLEDGEMENT THAT YOU HAVE READ AND AGREE TO THESE TERMS OF SERVICE. YOU MAY ALSO ACCEPT THESE TERMS OF SERVICE THROUGH ITS INCORPORATION IN A WRITTEN AGREEMENT BETWEEN YOU AND BRITECO OR THROUGH YOUR ACTIONS. ACCESSING OR USING THE BRITECO PLATFORM OR THE SERVICES CONSTITUTES YOUR AGREEMENT BY YOUR ACTIONS TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT EXPRESSLY AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF SERVICE, THEN PLEASE DO NOT ACCESS OR USE THE BRITECO PLATFORM OR ACCEPT THE SERVICES. THESE TERMS OF SERVICE WAS LAST UPDATED ON JANUARY 23, 2019.
ARBITRATION NOTICE: AS SET FORTH IN GREATER DETAIL IN SECTION 7 (“ARBITRATION”) BELOW, DISPUTES BETWEEN YOU AND BRITECO WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING, SUBJECT IN EACH CASE TO THE LIMITED EXCEPTIONS DESCRIBED IN SECTION 7 (“ARBITRATION”) BELOW.
2. AMENDMENTS TO THESE TERMS OF SERVICE
You understand that BriteCo may amend these Terms of Service from time to time on a prospective basis without notice to you. A link to these Terms of Service is presented each time you log in to the BriteCo Platform and, by completing the login process, you accept any amendments made since your last acceptance of the terms of these Terms of Service. Accordingly, you should review these Terms of Service each time you elect to log in to the BriteCo Platform. BriteCo may elect to provide you with e-mail, text or other notice of any amendment these Terms of Service (and may summarize any such amendment), but neither the failure to provide, nor any inaccuracy in, any such notice shall affect your acceptance of the modified terms of these Terms of Service by logging into the BriteCo Platform.
IN THE EVENT THAT YOU DO NOT AGREE TO ANY CHANGE TO THESE TERMS OF SERVICE, YOU MAY REFUSE SUCH CHANGE BY DISCONTINUING ALL ACCESS TO THE BRITECO PLATFORM AND CEASING ALL USE OF THE CONTENT AND SERVICES. IF YOU CONTINUE TO ACCESS THE BRITECO PLATFORM OR USE THE CONTENT OR SERVICES IN ANY MANNER AFTER SUCH CHANGE BECOMES EFFECTIVE, SUCH ACCESS OR USE CONSTITUTES YOUR ACCEPTANCE OF THE MODIFIED TERMS OF SERVICE.
3. DESCRIPTION OF BRITECO PLATFORM AND SERVICES OFFERED
The BriteCo Platform provides an appraisal system for consumer jewelry which may be utilized by Users to provide appraisals of the replacement value of jewelry for purposes of writing insurance (the “Appraisal Service”) and issue appraisal reports reflecting such appraisals (“Appraisal Reports”) to bona fide retail customers or prospective retail customers of the User seeking to purchase the jewelry which is the subject of the appraisal or obtain replacement insurance for the jewelry which is the subject of the appraisal (“Authorized Purposes”). You acknowledge and agree that the BriteCo Platform is not intended for use in connection with, and that you will not utilize the BriteCo Platform in connection with, the appraisal of jewelry for the User’s own account or purchase or any other purpose outside of the Authorized Purposes. At its discretion, BriteCo may offer additional Services, or update, revise or otherwise modify the BriteCo Platform and any Services or Content, in which case these Terms of Service shall apply to the modified BriteCo Platform and any and all such additional or modified Services or Content. BriteCo reserves the right to discontinue, suspend, cancel or otherwise cease offering the BriteCo Platform or any Services or Content, with or without prior notice, either generally or specifically with respect to you. You agree that BriteCo shall not be held liable for any such additions, updates, revisions, modifications, discontinuances, suspensions, cancellation or cessation of any of the BriteCo Platform, Services and/or Content.
In the course of utilizing the Appraisal Services, Users will be required to submit (i) information concerning the jewelry to be appraised (“Appraisal Data”), the details of which shall be determined by the input requirements of the BriteCo Platform from time to time, and (ii) contact information for the customers or prospective customers of the User to whom the Appraisal Report will be issued (“Customer Information”). You acknowledge and agree that you will secure from your customers, prospective customers and any other relevant third parties all necessary consents, approvals or other authorizations, and provide to your customers, prospective customers and any other relevant third parties all appropriate disclosures and notifications, as may be necessary (i) to share the Appraisal Data and Customer Information with BriteCo in accordance with these Terms of Service and (ii) for BriteCo to utilize such Appraisal Data and Customer Information in accordance with these Terms of Service.
It is acknowledged that any User and BriteCo may enter into one or more separate written agreements signed by BriteCo and such User pursuant to which such User and BriteCo perform services relating to the sale of jewelry by the User to bona fide retail customers or prospective retail customers, the marketing and underwriting of replacement insurance for jewelry and other services performed by one party or the other (“Ancillary Services”) and any such contract or contracts between you and BriteCo (collectively, the “Ancillary Services Agreement”) shall govern such Ancillary Services. These Terms of Service govern only the performance of Services through the BriteCo Platform and matters arising in connection therewith.
4. REGISTRATION AND LOGIN
Access to the BriteCo Platform and the Services offered on the BriteCo Platform are available only to a User, and employees and contractors of such User, who complete the registration process (including express acceptance of these Terms of Service during such registration process) and meet the requirements imposed by BriteCo. Subject to any commitments made by BriteCo in any Ancillary Services Agreement, BriteCo reserves the right to refuse any or all of the Services to (and to refuse registration of or deactivate the account of) anyone at any time, in its sole discretion. Without limitation to the foregoing, BriteCo reserves the right to refuse registration to (or suspend or terminate access to the BriteCo Platform by or deactivate the account of) anyone who has previously had a prior registered account suspended or terminated for any reason.
When a User registers to access the BriteCo Platform, the User will select or be assigned a user name and a password that provides access to an administrative account for such User, which administrative account will allow such User to create additional user accounts which allow employees, contractors and representatives of such User to access the BriteCo Platform on behalf of such User. You agree that you will keep, and cause all of your employees, contractors and representatives assigned to any such account to keep, all passwords confidential and that each User is responsible for maintaining the secrecy and confidentially of all such passwords. You further agree that you are solely responsible for activities regarding your accounts and passwords (including activities by third parties using one of your accounts, whether or not authorized by you). If you think there has been unauthorized use of your account or password, you agree to immediately notify BriteCo and cooperate to resolve the issue. You understand that if you do not follow the terms of this paragraph, BriteCo may suspend or terminate your account, which will prevent your use of the BriteCo Platform. You understand that BriteCo is not responsible in any way and will not be liable to you or to any third person, if you do not comply with the terms of this paragraph.
5. ACCURACY OF INFORMATION PROVIDED
When you register to access the BriteCo Platform and participate in the Services and from time to time when you use the BriteCo Platform and/or the Services, you will be required to provide additional information and data about yourself or your use of the Services and you may be required to upload copies of documents or other materials (including, without limitation, Appraisal Data and Customer Information). You hereby represent, warrant and covenant that all of the Appraisal Data, Customer Information and other information, text, software, data, documents, photographs, images, music, video, messages, tags or any other content and other materials you provide through the BriteCo Platform or otherwise, whether through the registration process, through the functionality of the BriteCo Platform or otherwise in connection with your use of the Services (collectively, your “Submitted Content”) is and will be accurate, correct, current and complete. You further represent, warrant and covenant that you will maintain and promptly update your registration and profile information and all other Submitted Content you have provided with respect to your registration and profile with the BriteCo Platform, so as to maintain their accuracy, correctness, contemporaneousness and completeness at all times.
You agree that BriteCo may obtain, and hereby authorize BriteCo to obtain, information about you, including background, credit and other checks with respect to any criminal, professional or financial records, and you agree to provide any further necessary authorizations to facilitate such checks or BriteCo’s access to such records. In the event that BriteCo determines that any information, documents or materials you submit through the BriteCo Platform or otherwise provide to BriteCo are not accurate, correct, current and complete in all respects or the results of any investigation performed by BriteCo are not satisfactory to BriteCo in its sole discretion, BriteCo reserves the right to suspend or terminate your access to the BriteCo Platform and the Services and/or deactivate your accounts, in its sole discretion.
Any, claim, controversy, cause of action and/or dispute (each a “Claim”) either BriteCo or you have arising out of these Terms of Service or otherwise relating to the BriteCo Platform, the Services or the Content shall be resolved by a single impartial arbitrator pursuant to proceedings administered by the American Arbitration Association under its rules for resolution of commercial disputes, except that each party retains the right: (a) to bring an individual action in small claims court and (b) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. The arbitration shall be held in Chicago, Illinois. All submissions to the arbitrator, the proceedings and the award shall be confidential. The arbitration shall be conducted on an expedited basis with minimal discovery. The arbitrator’s award shall be final and binding. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE. Neither party consents or agrees to any arbitration on a class or representative basis, and the arbitrator shall have no authority to proceed with an arbitration on a class or representative basis. No arbitration will be consolidated with any other arbitration proceeding without the consent of all parties. Any claim or controversy as to the enforceability of this arbitration provision’s restriction on your right to participate in or pursue a class action or class-wide arbitration shall be brought only in the United States District Court for the Northern District of Illinois or any State of Illinois court located in Cook County, Illinois. Each party agrees to unconditionally and irrevocably submit to the exclusive jurisdiction and venue of such courts and agree to not object to such jurisdiction and venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. Notwithstanding the foregoing, in the event that BriteCo asserts a right to indemnification under these Terms of Service with respect to any third party action filed and pending in the court of another jurisdiction, BriteCo may assert such claim for indemnification in the court in which such third party action has been filed and the parties agree that both parties’ interests and judicial economy are served by resolving the indemnification claim in the same proceeding as the underlying third party claim subject to indemnification.
8. ADDITIONAL REPRESENTATIONS AND WARRANTIES AND COVENANTS
You represent, warrant, covenant and agree that:
a. You are in the business of selling jewelry and operate your business in accordance with all applicable laws, regulations, self-governing professional organizational rules and best industry practices.
b. All of your Submitted Content is accurate, correct, current and complete and, in the event any Submitted Content maintained with respect to your profile or registration with the BriteCo Platform becomes out of date or otherwise inaccurate, incorrect or incomplete, you will promptly update your Submitted Content to ensure its remains accurate, correct, current and complete.
c. You have all necessary rights to submit all Submitted Content you provide to BriteCo through the BriteCo Platform or otherwise and to grant the authorizations set forth in these Terms of Service with respect thereto and the use of such Submitted Content in accordance with these Terms of Service does not and will not infringe or misappropriate any intellectual property or other proprietary rights of any third party. Without limitation to the foregoing, you have secured from the appropriate third parties all necessary consents, approvals or other authorizations necessary to share Appraisal Data and Customer Information with BriteCo in accordance with these Terms of Service and for BriteCo to utilize such Appraisal Data and Customer Information in accordance with these Terms of Service.
d. You will utilize the BriteCo Platform and perform all activities relating to these Terms of Service in a professional, competent and timely manner, while exercising due care, and in accordance with all applicable laws, regulations, self-governing professional organizational rules and best industry practices.
In the event that you do not comply with the requirements of these Terms of Service, BriteCo may suspend or terminate your access to the BriteCo Platform and the Services and/or deactivate your accounts, in its sole discretion.
9. PRIVATE LABEL APPRAISAL REPORTS; TRADEMARK USAGE
You acknowledge and agree that the BriteCo Platform may be configured to allow or require you to (i) generate Appraisal Reports which are branded with or otherwise bear or utilize one or more names, signatures, logos, trademarks, service marks, trade dress or other indicia of source selected by you (collectively, “Your Trademarks”), or (ii) utilize a private label interface for the BriteCo Platform which displays Your Trademarks. To the extent that you provide any of Your Trademarks to BriteCo through the BriteCo Platform or otherwise, you hereby grant to BriteCo a worldwide, fully-paid, royalty-free, irrevocable, transferrable and fully-sublicensable, non-exclusive right and license to use Your Trademarks on such Appraisal Reports and on a private label interface the BriteCo Platform. BriteCo agrees that such use of Your Trademarks shall be limited to Appraisal Reports generated by, and a private label interface the BriteCo Platform accessible by, the accounts associated with your use of the BriteCo Platform. The parties acknowledge and agree that you exercise control over the quality of the licensed usage of Your Trademarks under this paragraph by controlling your usage and distribution of Appraisal Reports branded with Your Trademarks and your usage of any private label interface for the BriteCo Platform branded with Your Trademarks and that if your determine that the quality of such Appraisal Reports and/or the BriteCo Platform, you may elect to exercise your quality control rights by ceasing to generating such Appraisal Reports and/or ceasing your use of the BriteCo Platform. You acknowledge and agree that you shall have no other right or authority to modify or alter any Appraisal Reports or the BriteCo Platform or the usage of Your Trademarks under this paragraph.
10. OWNERSHIP OF BRITECO PLATFORM AND CONTENT
Except for your Submitted Content, as between BriteCo and you, the BriteCo Platform (including, any Software Components), the Services and all information, text, software, data, photographs, music, video, messages, tags or any other Content made available through the BriteCo Platform or Services, and all intellectual property rights therein (including, without limitation, database rights, copyright, design rights, trademarks and other similar rights wherever existing in the world), are and shall remain the sole property of BriteCo and you hereby assign, convey and transfer to BriteCo any rights you may acquire therein. The BriteCo Platform and the Content may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by BriteCo, you shall not modify, rent, lease, loan, sell, distribute or create derivative works based on the BriteCo Platform or any Content, in whole or in part. You will not attempt to hack, crack or otherwise access any portion of the BriteCo Platform which is not made available by BriteCo in the ordinary course of making the BriteCo Platform generally available to registered Users. BriteCo herein reserves the right to use security components that may permit digital Content to be protected (including, by way of example and not limitation, digital watermark technology), and you agree that use of protected Content is subject to usage guidelines established by BriteCo or any other providers supplying the Content. You shall not attempt to override or circumvent any such security components.
BriteCo does not lay claim to ownership of any Submitted Content, including without limitation, (i) any Appraisal Data and Customer Information (in the form submitted by you), in each case to the extent protectable under any intellectual property laws, and (ii) any of Your Trademarks submitted by you as contemplated under Section 9 above. Therefore, you hereby grant to BriteCo a worldwide, fully-paid, royalty-free, irrevocable, transferrable and fully-sublicensable, non-exclusive right and license to use, permit the use of, copy, reproduce, distribute, publish, modify, adapt or otherwise create compilations and derivative works from, publicly perform, publicly display and otherwise utilize in any manner all of the Submitted Content (excluding Your Trademarks, which shall be subject instead to the license set forth in Section 9 above). Notwithstanding the foregoing, you acknowledge and agree that any compilations of Appraisal Data and any other information or materials created or derived by BriteCo (or any person acting through BriteCo) from the Appraisal Data or any other Submitted Content (excluding Your Trademarks) are and shall remain the sole property of BriteCo and you hereby assign, convey and transfer to BriteCo any rights you may acquire therein.
11. FEEDBACK BY USERS
BriteCo may provide mechanisms for Users to contribute feedback to the BriteCo Platform or Services. If and to the extent that you submit any feedback, ideas, documents, suggestions and/or proposals concerning the BriteCo Platform or the Services (“Contributions”), you agree that: (1) BriteCo is granted a worldwide, fully-paid, royalty-free, irrevocable, transferrable and fully-sublicensable, non-exclusive right and license to use, copy, reproduce, distribute, publish, modify, adapt or otherwise create derivative works from and otherwise utilize in any manner all such Contributions, (2) BriteCo is under no obligation to either compensate or provide any form of reimbursement in any manner or nature for any such Contribution nor is BriteCo under any obligation to ensure or maintain the confidentiality of any Contribution; and (3) BriteCo shall accordingly be entitled to make use of and/or disclose any such Contributions in any such manner as it may see fit. You further represent and warrant that your Contributions do not contain any type of confidential or proprietary information and are not subject to any proprietary rights of any third party.
12. BROWSER CONFIGURATION AND SOFTWARE COMPONENTS
BriteCo may, now or in the future, make available mobile applications or other downloadable software or software components (including, without limitation, applications on various social media networking platforms or other mobile software) as part of the BriteCo Platform to access the Services (“Software Component”), in which event you agree that such Software Component is provided to you pursuant to the terms of the end user license made available with such Software Component. If no end user license is made available with such Software Component, then BriteCo grants you only a personal, non-transferable and non-exclusive license to make use of the object code of the Software Component on your personal device and you shall not, duplicate, alter, modify, reverse engineer, reverse assemble or otherwise make an attempt to locate or discern any source code, sell, assign, sublicense, grant a security interest in and/or otherwise transfer any such right in the Software Component. Furthermore, you do herein agree not to alter or change the Software Component in any manner, nature or form, and as such, not to use any modified versions of the Software Component, including and without limitation, for the purpose of obtaining unauthorized access to the BriteCo Platform or Services. You acknowledge and agree that the Software Component may automatically download and install upgrades, updates, or other new features. You may be able to adjust whether you receive these automatic downloads through your hardware’s settings.
13. THIRD PARTY SERVICES AND CONTENT
• These Terms of Service is between you and BriteCo, and not with the App Platform Provider. As between BriteCo and the App Platform Provider, BriteCo is solely responsible for the Software Component and all other aspects of the BriteCo Platform. Without limitation to the foregoing, the App Platform Provider has no obligation to furnish any maintenance and support services with respect to the Software Component or any other aspect of the BriteCo Platform.
• The App Platform Provider and its subsidiaries are third-party beneficiaries of these Terms of Service as relates to your license of the Software Component, and the App Platform Provider will have the right to enforce these Terms of Service as related to your license of the Software Component against you as a third-party beneficiary hereunder.
14. CONDUCT ON BRITECO PLATFORM
You agree to follow the following basic rules of conduct when using the BriteCo Platform and/or Services:
a. You will comply with these Terms of Service and all applicable laws.
b. You will ensure that the individuals for whom you establish a login account or from whom authorize BriteCo to establish a login account shall not share their password with anyone.
c. You will not post, upload or otherwise transmit to, through or in connection with the BriteCo Platform any Submitted Content that (i) BriteCo determines to be unlawful, harmful, fraudulent, libelous, defamatory, vulgar, obscene, tortuous or illegal, or that BriteCo determines to be abusive, profane, harassing, hateful, and/or racially, ethnically, or otherwise objectionable, (ii) infringes or violates, or potentially infringes or violates, any third party’s copyright, patent, trademark, trade secret, rights of publicity or privacy or other proprietary or intellectual property rights, (iii) may contain a virus, cancelbot, Trojan horse, harmful code, or other computer code, files and/or programs which have been designed to interfere, interrupt, damage, destroy and/or limit the functionality or operation of any computer software, hardware, or telecommunication equipment or surreptitiously
d. You will not disrupt the normal flow of communication, or otherwise act in any manner that would negatively affect other Users’ ability to participate in any real time interactions through the BriteCo Platform or Services.
e. You will not modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the BriteCo Platform or any software used on or for the BriteCo Platform or rent, lease, lend, sell, redistribute, license or sublicense the BriteCo Platform or access to any portion of the BriteCo Platform.
f. You will not access or utilize the BriteCo Platform for any other purpose other than the Authorized Purposes.
g. You will not cause any third party to engage in, or assist or encourage any third party engaging in, any restricted activities identified above.
If you violate any of the rules of conduct set forth above, or any other aspect of these Terms of Service, BriteCo reserves the right to suspend or terminate your account and your access to and use of the BriteCo Platform and the Services without giving you any notice. BriteCo further reserves the right (but shall have no obligation) to at any time remove and/or delete any Content that BriteCo determines in its sole discretion to be inappropriate or undesirable for the BriteCo Platform.
You shall indemnify and hold harmless BriteCo and its subsidiaries and affiliates and their respective directors, officers, shareholders, managers, members, employees, printers, contractors, licensors, suppliers, vendors, partners, agents and representatives (collectively “BriteCo Parties”) from and against any liability, loss, cost, claim, demand or other harm of any kind, including reasonable attorneys’ fees, incurred or suffered by the BriteCo Parties and arising out of or in connection with (a) Submitted Content; (b) any use of the BriteCo Platform or Services by any person who uses the BriteCo Platform or Services while logged on under your user name and password; (c) your violation of any provision in these Terms of Service; (d) your violation of any laws or of any rights of a third party, or (e) except to the extent of any indemnification obligations on the part of BriteCo under an Ancillary Services Agreement (if any), any other matter relating to your use of the BriteCo Platform or Services.
16. WARRANTY DISCLAIMERS
The parties acknowledge that any Ancillary Services Agreement between BriteCo and a User may provide warranties or indemnification with respect to the use of Appraisal Reports in connection with the performance of Ancillary Services. However, you acknowledge that terms and conditions of such provisions shall be solely as set forth in an Ancillary Services Agreement.
ACCORDINGLY, YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE BRITECO PLATFORM, SERVICES AND CONTENT ARE AT YOUR SOLE RISK. THE BRITECO PLATFORM, SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND/OR “AS AVAILABLE” BASIS. BRITECO EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE BRITECO PLATFORM, SERVICES AND CONTENT, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITATION TO THE FOREGOING, BRITECO EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES THAT (i) THE BRITECO PLATFORM, SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS; (ii) THE BRITECO PLATFORM, SERVICES OR CONTENT SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE BRITECO PLATFORM, SERVICES OR CONTENT WILL BE ACCURATE OR RELIABLE; (iv) QUALITY OF ANY SERVICES, ANY INFORMATION OR OTHER MATERIAL WHICH MAY BE OBTAINED THROUGH THE BRITECO PLATFORM, SERVICES OR CONTENT WILL MEET YOUR EXPECTATIONS; AND (v) THAT ANY ERRORS CONTAINED IN THE BRITECO PLATFORM SHALL BE CORRECTED. ANY SOFTWARE COMPONENTS OR CONTENT ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF THE BRITECO PLATFORM SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH SOFTWARE COMPONENTS OR CONTENT.
17. LIMITATION OF LIABILITY
18. RELATIONSHIP OF THE PARTIES
As a User of the BriteCo Platform, you acknowledge and agree that you and BriteCo are in a direct business relationship, and the relationship between the parties under these Terms of Service is solely that of independent contracting parties. You and BriteCo expressly agree that (1) these Terms of Service are not an employment agreement and does not create an employment relationship between you and BriteCo; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by these Terms of Service. You agree that neither you nor any other User has any authority to bind BriteCo, and you undertake not to hold yourself out as an employee, agent or authorized representative of BriteCo. BriteCo does not, and shall not be deemed to, supervise, direct or control any User generally or the performance by User of any services for any customer or prospective customer, whether directly or indirectly related to the Services. Each User retains the sole right to determine when, where, and for how long the User will utilize the BriteCo Platform. Without limitation to the foregoing, BriteCo will have no power or authority to provide instructions to or direct, supervise or control any User with respect to the means, manner or method of performance of any services for any customer or prospective customer.
19. NOTICE AND COMMUNICATIONS
BriteCo may furnish you with notices relating to these Terms of Service by any reasonable means currently known or which may be developed including, but not limited to email, regular mail, MMS or SMS, text messaging, or postings on the BriteCo Platform. To the extent that BriteCo uses any contact information you have provided through your registration of your user account or otherwise, you agree that transmittal in accordance with such contact information shall be deemed valid notice to you, and any failure by you to update such contact information shall not affect the validity of such notice given to you.
If you wish to contact BriteCo, you may use the following contact information.
909 Davis Street
Suite 500, Room 48
Evanston, Illinois 60201
In addition to notices under these Terms of Service, by entering into these Terms of Service or using the BriteCo Platform, you agree to receive communications from BriteCo, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from BriteCo, its affiliated companies and/or other Users, may include but are not limited to: operational communications concerning your User account or use of the BriteCo Platform or Services, updates concerning new and existing features on the BriteCo Platform, communications concerning promotions run by BriteCo or third-party partners, and news concerning BriteCo and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages sent under these Terms of Service.
20. GENERAL TERMS
These Terms of Service shall govern the use of the BriteCo Platform, Services and Content, superseding any prior version of these Terms of Service, and constitutes (together with the applicable Ancillary Services Agreement, if any) the entire agreement between you and BriteCo. The headings in these Terms of Service are inserted as a matter of convenience only, and do not define, limit, or describe the scope of these Terms of Service or the intent of the provisions hereof. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the person may in the context require. The use of the words “include,” “including” or variations thereof in these Terms of Service shall be deemed to be by way of example rather than by limitation. No failure or delay in exercising or enforcing any right or provision of these Terms of Service shall constitute a waiver of such right or provision. You and BriteCo mutually agree that the relationship between the parties shall be governed by the laws of the State of Illinois without regard to its conflict of law provisions. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. Except as expressly provided in Section 13 (“Third Party Services and Content”), the parties agree that there are no third-party beneficiaries to these Terms of Service. For the avoidance of doubt, each contract between BriteCo and each User who agrees to the terms of these Terms of Service is a separate and independent contract and so no User may enforce any Terms of Service between BriteCo and another User. BriteCo may at any time assign BriteCo’s rights under these Terms of Service or any part hereof. You may not sell or assign any of your rights under these Terms of Service or any part hereof, either voluntarily or by operation of law, without the prior written consent of BriteCo. Subject to the foregoing, these Terms of Service shall be binding upon BriteCo, you and BriteCo’s and your respective legal representatives, successors and assigns.