Terms of Service
These terms were last updated on March 22, 2021.

Welcome to the Terms of Service of Brevy Inc. ("Brevy", "we", "us", or "our"). Brevy operates the https://brevy.com, https://app.brevy.com, and https://canvas.brevy.com websites. These terms between Brevy and the person or entity agreeing to these terms (“Customer” or “you”) set out the general terms and conditions for (i) you to access and use the Brevy Services and provide Customer Data to Brevy and (ii) Brevy to provide the Services to you and use the Customer Data when performing the Services.

We may update this Terms of Service from time to time. If we do, we will update the "Effective Date" at the top of the page.

BY CLICKING ACCEPT, YOU ARE AGREEING TO THESE TERMS. These terms, along with Customer’s order for the Services (“Order”) take effect when you click the “Accept” button or similar check box presented to you as part of the sign-up process or when you first use the Services, whichever is earlier, and will remain in effect during the relevant Subscription Term or until terminated as specified in the Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to commit the entity to the Agreement and the term “Customer” or “you” will refer to that entity. If you do not have this authority, are under the age of 18 or if you do not agree with the Agreement, you must not select the “Accept” button or accept these terms and you may not access or use the Services.
MAKE SURE YOU READ THIS AGREEMENT, THE ORDER, THE PRIVACY POLICY AND THE ACCEPTABLE USE POLICY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS TO USE Brevy. The Order provides the specific terms and conditions regarding Customer’s subscription for the Services, such as User limitations, pricing methodologies and the length of the term Brevy will provide the Services (“Subscription Term”). These terms and conditions and the Brevy Privacy Policy located at https://brevy.com/privacy together make up the “Agreement” between Customer and Brevy.

1. Definitions.
In addition to the terms otherwise defined in this Agreement or an Order, the following terms have the definitions below:

1.1. "Customer Data" means any content, data, information or material that is recorded by, submitted to or stored by, the Services, including, but not limited to, Personal Data.

1.2. “Personal Data” means all Personal Data relating to a person that identifies such person or could reasonably be used to identify such person, including but not limited to, first and last name, home address, billing address, or other physical address, email address, telephone number and Sensitive Data, if any.

1.3 “Sensitive Data” means any information that: (a) requires a heightened degree of protection by applicable law. Sensitive Data includes, but is not limited to, social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, CVVs, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children’s Online Privacy Protection Act and the Gramm-Leach-Bliley Act, and special categories of data as defined in the General Data Protection Regulation.

1.4. “Services" means the content, features, functionality, tools, data, software applications and APIs provided by Brevy via https://brevy.com/ and/or other designated websites as described in the User Guide, that are ordered by Customer in an Order, as updated from time to time.1.5. "Users" means individuals who are authorized by Customer to use the Services, for whom subscriptions to the Services have been purchased under an Order, and who have been supplied user identifications and passwords by Customer (or by Brevy, at Customer’s request). Users may include Customer’s employees, consultants, contractors and agents or third parties with which Customer transacts business.

2. Access Grant.
Subject to the terms and conditions of this Agreement and the Order, for the length of the term set forth in the applicable Order, Brevy grants Customer, a non-exclusive, non-transferable, non-assignable (except as set out in Section 17 below), worldwide, limited right to access and use the Services (as such Services may be modified, revised and updated in accordance with this Agreement) for collecting and analyzing web data on Customer’s site(s) and/or native applications, for Customer’s own internal business purpose.

3. Customer Data.
Customer agrees that it will not provide any Sensitive Data to Brevy. If Customer discovers that due to human error or otherwise, Customer Data does include Sensitive Data, Customer will promptly notify Brevy and provide sufficient information to Brevy to locate such Sensitive Data and Brevy will delete the Sensitive Data in its control or possession. Brevy will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. As between Customer and Brevy, Customer owns all Customer Data and except as specifically provided in this Agreement or otherwise agreed to in writing between the parties, Brevy has no right to such Customer Data. Customer grants to Brevy a non-exclusive, royalty-free license to access and use Customer Data in order to provide the Services to Customer and as necessary to monitor and improve the Services. Brevy will not: (a) disclose Customer Data except as compelled by law or as expressly permitted in writing by you, or (b) access Customer Data except to provide the Services as described herein or prevent or address service or technical problems, or at your request in connection with customer support matters. For the avoidance of doubt, Brevy may use, reproduce and disclose Customer Data that is anonymized, de-identified, or is otherwise not reasonably associated or linked to Customer (or any other identifiable individual person or entity) (“Anonymized Data”) for product improvement and other purposes consistent with Brevy Privacy Policy. This right to use Anonymized Data will survive termination of this Agreement.

4. Confidentiality.

4.1. Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has business, technical or financial information relating to Disclosing Party’s business which it has disclosed or may disclose during this Agreement (“Confidential Information”). Brevy’s Confidential Information includes non-public information regarding features, functionality and performance of the Services, as well as all user visible aspects of the Services. Customer’s Confidential Information includes information provided by Customer to Brevy to enable the provision of the Services as well as all Customer Data. The terms and conditions of this Agreement, including all pricing and related metrics, are each party’s Confidential Information.

4.2. Non-Use. Receiving Party agrees that it will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of Disclosing Party. Without limiting the foregoing, Receiving Party will take at least those measures that it takes to protect its own most important confidential information. Receiving Party agrees (i) not to use any Confidential Information of Disclosing Party for any purpose except to perform its obligations or exercise its rights under this Agreement and (ii) not to disclose any Confidential Information of Receiving Party to third parties or to such party's employees, officers, agents, contractors or other representatives (“Personnel”), except to those Personnel of Receiving Party who need or have access to such Confidential Information in order to perform works in connection with this Agreement and are subject to confidentiality obligations consistent with those of this Agreement.

4.3. Exceptions. Disclosing Party agrees that these confidentiality obligations will not apply to any information that Receiving Party can document (a) is or becomes generally available to the public; (b) was in its possession or known by it prior to receipt from Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; and/or (d) was independently developed without use of any Confidential Information of Disclosing Party. Nothing in this Section 4 precludes either party from disclosing the other party’s Confidential Information as required by law or a legal process, provided that such party (i) gives the other party prior written notice sufficient to permit the other party to contest the disclosure or seek a protective order (or other confidential treatment) and (ii) reasonably cooperates with the other party in limiting the disclosure. In addition, a party may disclose information concerning this Agreement and the transactions contemplated under this Agreement, including providing a copy of this Agreement, to any or all of the following: (x) potential acquirers, merger partners, investors and their personnel, attorneys, auditors and investment bankers, solely in connection with the due diligence review of such party by persons and provided that the disclosures are made in confidence, (y) the party’s outside accounting firm, or (z) the party’s outside legal counsel.

4.4. Return of Confidential Information. Promptly following the earlier of (i) the expiration or earlier termination of this Agreement, or (ii) the request of Disclosing Party, Receiving Party will return to Disclosing Party, or destroy all Confidential Information that are in written, electronic or other tangible form (including, without limitation, all written or printed documents, notes, memoranda, email, or computer memory, whether or not prepared by Receiving Party) to the extent containing or summarizing any portion of the Confidential Information, including, without limitation, all copies and extracts of such Confidential Information. In addition, upon the request of Disclosing Party, Receiving Party will certify to Disclosing Party in writing Receiving Party’s and its Personnel’s compliance with its obligations pursuant to this Section 4. Notwithstanding anything to the contrary in this Agreement, Brevy may retain Confidential Information after termination of this Agreement for such period of time agreed to by Customer and Brevy. To the extent either party is required by law to maintain copies of Confidential Information or records related to disclosure or handling, that party will be under no obligation to destroy such information, however it will remain subject to the obligations in this section.

4.5. Equitable Remedies. Receiving Party acknowledges that in the event of a breach of this Section 4 by Receiving Party, substantial injury could result to Disclosing Party and money damages will not be a sufficient remedy for such breach. In the event that Receiving Party engages in, or threatens to engage in any act which violates any provision of this Agreement, Disclosing Party will be entitled, in addition to all other remedies which may be available to it under law, to seek injunctive relief (including, without limitation, temporary restraining orders, or preliminary or permanent injunctions) and specific enforcement of the terms of this Agreement. Disclosing Party will not be required to post a bond or other security in connection with the granting of any such relief.

5. Customer Obligations.
Except as permitted under this Agreement or as required by law, Customer will not, and will not permit or encourage its Users, to:

(i) license, sublicense, sell, resell, transfer, assign, distribute, use as a service bureau or timeshare, or otherwise commercially exploit or make the Services available to any third party in any way;

(ii) modify, disassemble or make derivative works based upon the Services or otherwise attempt to derive source code or other trade secrets from the Services;

(iii) reverse engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services;

(iv) modify, remove or obstruct any proprietary rights statement or notice contained in the Services;

(v) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;

(vi) send or store (a) infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or which violates third party privacy rights; or (b) material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;

(vii) attempt to gain unauthorized access to the Services or its related systems or networks;(viii) access the Services if you or your Users are a direct competitor of Brevy, unless Brevy agrees in writing before you access the Services;

This next part addresses shared logins- we don’t take pains to keep you from sharing a seat. But if you do, you are responsible for keeping that shared information secure.

Customer acknowledges that Brevy does not restrict sharing of User accounts and/or passwords and agrees that Customer will be responsible for any liability to the extent arising from such use or sharing of accounts. Customer agrees to comply with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s and its User’s use of the Services but especially those related to data privacy. Customer is responsible for any breach of this Agreement by its Users. Customer agrees that it will promptly notify Brevy of any violation or suspected violation of this Agreement or any actual or suspected data or security breach.

Brevy reserves the right to review information posted by Users to ensure that it complies with this or any other section of this Agreement, and to amend it or delete it, or otherwise control such information in order to bring it into compliance with this Agreement and/or applicable law.

6. Support.
Subject to the terms of this Agreement, Brevy will provide Customer with reasonable technical support services in accordance with Brevy’s standard support offering. Our servers may be unavailable as the result of planned or unplanned downtime, for reasons including technical issues, legal compliance, security actions, business decisions, or any other cause. We may attempt to inform you if such downtime is planned, but we are under no obligation to do so. You agree that we are not liable for the unavailability of our Service.

7. Intellectual Property Ownership.
7.1. Brevy IP. Except for the limited right to access and use the Services under this Agreement and the applicable Order, Customer acknowledges and agrees that, as between the parties, Brevy (or its licensors) have and will retain any and all rights, title, and interest in the Services, any software utilized to perform the Services (collectively, the Brevy Products) and all derivative works made by any person or entity in or to the Brevy Products, including, but not limited to, patents, copyrights, trademarks, trade secrets and other intellectual property and proprietary rights (collectively the “Intellectual Property Rights”) associated with the Brevy Products. Customer will not assert or cause any other party (including, without limitation, any User) to assert any right, title, or interest in or to the Brevy Products or other portion of Brevy’s Intellectual Property Rights. Customer grants Brevy a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into its software or services, any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including its Users, relating to Brevy’s software, services or business operations. This Agreement is not a sale and except as set forth in this Agreement, does not give Customer any rights of ownership in, or related to, the Services, any Brevy software or the Intellectual Property Rights owned by Brevy.

7.2. Feedback. Customer may, but is not obligated to, provide suggestions, enhancement requests, recommendations, or other feedback to Brevy relating to Brevy’s software, the Services, or business operations (“Feedback”). To the extent Customer provides Feedback, Customer grants Brevy a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate any such Feedback into its software, the Services, or its business operations.

7.3. Customer IP. Except as set forth in this Agreement, this Agreement does not give Brevy any rights of ownership in, or related to, any Intellectual Property Rights owned by Customer.

8. Acceptable UseCustomer agrees to comply with Brevy’s Acceptable Use Policy. Brevy reserves the right to modify the Brevy Acceptable Use Policy in its reasonable discretion from time to time.

Questions?
If you have any questions that this Terms of Service could not answer, please contact us at contact@brevy.com.





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