Terms of Use

These terms of use are entered into by and between you and THE BRYNSON GROUP LIMITED LIABILITY COMPANY ("Company," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of BRYNSIGHTS, including any content, functionality, and services offered on or through BRYNSIGHTS (the "Website"), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://brynson.com/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access this Website so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict user access, including registered user access, to some parts of the Website or the entire Website.

You are responsible for both:

Making all arrangements necessary for you to have access to the Website.
Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy https://brynson.com/privacy-policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

Modify copies of any materials from this site.
Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
Access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The Company name, the terms ILS Management™, Brynsights™, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use.

You agree not to use the Website:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use.
To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or user names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Website.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Website.

User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.

Monitoring and Enforcement; Termination

We have the right to:

Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including 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 Website.
Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

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 Website.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on the Website and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations.

Without limiting the foregoing, User Contributions must not:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy https://brynson.com/privacy-policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

Link from your own or certain third-party websites to certain content on this Website.
Send emails or other communications with certain content, or links to certain content, on this Website.
Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features.

Subject to the foregoing, you must not:

Establish a link from any website that is not owned by you.
Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
Link to any part of the Website other than the homepage.
Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the State of New York in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE.

WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the City of Albany and County of Albany, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At Company's sole discretion, it may require you to submit any disputes arising from these Terms of Use or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, and our Privacy Policy constitute the sole and entire agreement between you and THE BRYNSON GROUP LIMITED LIABILITY COMPANY regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

Your Comments and Concerns

This website is operated by THE BRYNSON GROUP LIMITED LIABILITY COMPANY, 255 River Street Suite 008, Troy, NY 12180.

All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: info@thebrynsongroup.com.

Fee Transparency Compliance Tool Addendum

This section constitutes an addendum ("Addendum") to the Master Service Agreement ("Agreement") between you ("Customer") and The Brynson Group Limited Liability Company ("Brynson"). By checking the box indicating your acceptance of these Terms of Use, you acknowledge that you have read, understood, and agree to be bound by the terms of this Addendum.

1. Purpose

Brynson agrees to provide you with access to a proprietary software tool ("Tool") that retrieves publicly accessible data from your designated websites and other publicly available sources to assist in identifying potential deviations from defined compliance standards ("Compliance Criteria") as expressly provided by you to Brynson in writing.

2. Scope of Services

2.1 Authorization

By accepting these Terms of Use, you expressly authorize Brynson to access and retrieve data from (i) any websites you own or control, including all publicly accessible pages and subdomains, (ii) any third-party platforms where your content is published and is publicly accessible, including but not limited to property websites and internet listing service platforms, and (iii) any other publicly accessible online location expressly identified by you in writing. You expressly authorize Brynson to access and retrieve such data from any of the aforementioned locations by scraping, crawling, monitoring, scanning, or extracting (such process, collectively, "Scan" or "Scanning").

2.2 Customer Obligations

By accepting these terms, you agree to:

Provide Brynson with a clear, written description of the Compliance Criteria to be monitored;
Promptly notify Brynson in writing of any updates or modifications (a) to the Compliance Criteria, (b) to your website structure, configuration, content, or URLs, (c) to the locations or platforms where relevant content is published, or (d) that may otherwise impact or prohibit the ability of the Tool to perform as intended;
Ensure that your website or the locations or platforms where relevant content is published are accessible, properly configured, and available at all times;
Ensure that you have the legal right to authorize Brynson to access and Scan the designated websites and platforms; and
Be solely responsible for evaluating the results generated by the Tool (the "Results") and determining whether you are in compliance with any applicable laws, regulations, or policies.

2.3 Limitations

Brynson shall only Scan for the Compliance Criteria expressly communicated by you to Brynson in writing. Brynson shall not be responsible for identifying or notifying you of (i) other potential issues or violations outside of the scope of the Compliance Criteria, or (ii) changes in any applicable law or regulations that may warrant modification to the Compliance Criteria. Brynson shall not be responsible for resolving any potential issues or violations flagged by the Results and shall only be responsible to notify you of the Results. For the avoidance of doubt, Brynson makes no representation whatsoever that any Result demonstrates compliance with applicable laws, regulations, or policies.

3. Storage

Brynson shall store the Results during the term of this Addendum in accordance with its internal storage protocol and shall provide you with any records of the Results, to the extent in Brynson's possession, as of the date of termination of this Addendum. Brynson shall have no obligation to store such Results beyond thirty (30) days after the date of termination of this Addendum.

4. Intellectual Property

All rights, title, and interest in and to the Tool, including any software, algorithms, data collection methods, and analysis processes, remain the sole property of Brynson. You receive only a limited, non-exclusive, non-transferable right to access and use the Tool for internal business purposes during the term of this Addendum.

5. Platform Availability and Service Levels

Brynson shall use commercially reasonable efforts to maintain the availability of the Tool in accordance with its Service Level Agreement, attached as Exhibit A to the Agreement. Notwithstanding the foregoing, Brynson shall not be held liable for any failure to perform Scans, delayed Scans, or inaccurate Results caused by circumstances outside of its control, including but not limited to (a) unavailability or outage of your website, server, or hosting environment, or (b) changes to the structure, configuration, authentication methods, or access controls of your website that were not communicated to Brynson in advance in writing with sufficient notice to adjust Scanning parameters. Any Scan failures or service disruptions resulting from the above conditions shall be excluded from the service level performance calculations and shall not constitute a breach of this Addendum.

6. Disclaimer of Warranties

THE TOOL AND ALL RESULTS GENERATED THEREFROM ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. BRYNSON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF RESULTS. BRYNSON EXPRESSLY DISCLAIMS THAT THE RESULTS OF ANY SCAN ARE IN COMPLIANCE WITH APPLICABLE LAW OR REGULATION.

7. Limitation of Liability

BRYNSON'S TOTAL LIABILITY ARISING UNDER THIS ADDENDUM SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE TOOL IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL BRYNSON BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

8. Indemnification

By accepting these terms, you agree to indemnify, defend, and hold harmless Brynson and its affiliates and representatives from and against any and all third-party claims, losses, liabilities, damages, or costs (including reasonable attorneys' fees) arising from (a) your provision of Compliance Criteria or use of the Tool, (b) your website content or data or locations or platforms where your content is published, (c) your failure to notify Brynson of changes as required, or (d) your breach of this Addendum or failure to comply with applicable laws or regulations.

9. Term and Termination

This Addendum will commence upon your acceptance of these Terms of Use and remain in effect for the term of the Agreement. Upon termination, your access to the Tool will cease and Brynson shall have no further obligation to provide support or access; provided, that Brynson shall provide you with any records of the Results to the extent in Brynson's possession as of the date of termination.

10. Miscellaneous

In the event of a conflict between this Addendum and the Agreement, this Addendum shall control with respect to the subject matter herein. All other terms of the Agreement remain unchanged.

Data Protection Addendum

This Data Protection Addendum ("Data Protection Addendum") is incorporated into the Brynsights™ Master SaaS Agreement (the "Master Agreement") between The Brynson Group Limited Liability Company d/b/a Brynson (together with its related subsidiaries, parent companies, or other affiliated entities, "Company") and you ("Customer"). By checking the box indicating your acceptance of these Terms of Use, you acknowledge that you have read, understood, and agree to be bound by the terms of this Data Protection Addendum.

The Company and you have entered into the Master Agreement, which may require the Company to process Personal Information provided by or collected for you. This Data Protection Addendum sets forth the Company's and your respective obligations with respect to the handling, processing, disclosure, transfer, or storing of Personal Information contained in Customer Data (as defined in the Master Agreement) and provided to the Company by you under the Master Agreement.

1. Definitions

Capitalized terms used herein shall have the meanings set forth in this Section 1.

"Authorized Persons" means Company's employees, contractors, agents, and auditors who have a need to know or otherwise access Personal Information to enable the Company to perform its obligations under this Agreement.

"Personal Information" means information that you provide or for which you provide access to the Company, or information which the Company creates or obtains on your behalf, in accordance with this Agreement that: (i) directly or indirectly identifies an individual (including, for example, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to identify or authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, genetic, health, or health insurance data, answers to security questions, an individual's internet activity or similar interaction history, inferences drawn from other personal information to create consumer profiles, geolocation data, an individual's commercial, employment, or education history, and other personal characteristics and identifiers), in case of both subclauses (i) and (ii), including Sensitive Personal Information as defined in Section 1(c). Your business contact information is not by itself Personal Information.

"Sensitive Personal Information" means an individual's (i) government-issued identification number, including Social Security number, driver's license number, or state-issued identification number; (ii) financial account number, credit report information, or credit, debit, or other payment cardholder information, with or without any required security or access code, personal identification number, or password that permits access to the individual's financial account; (iii) biometric, genetic, health, or health insurance data; (iv) geolocation data; or (v) information regarding their racial or ethnic origin, religious beliefs, sex life or sexual orientation, union membership, or citizenship or immigration status.

"Data Breach" means a confirmed unauthorized acquisition of unencrypted Personal Information in the Company's possession which results in a real and material risk of harm to the security, confidentiality, availability, or integrity of Personal Information. A Data Breach does not include (i) unsuccessful or attempted attacks that do not compromise Personal Information; or (ii) incidents caused by you, your systems, or your instructions.

2. Company and Customer Obligations

2.1 Company Obligations

The Company:

Will comply with the terms and conditions set forth in the Master Agreement.
Will be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Personal Information under its control or in its possession.

2.2 Customer Obligations

By accepting these terms, you agree that you:

Will comply with the terms and conditions set forth in the Agreement.
Will be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Personal Information under your control or in your possession.
Will comply with any applicable laws and regulations and use only secure methods, according to accepted industry standards, when transferring or otherwise making available Personal Information to the Company.
Will provide written notice to the Company if any information you provide to the Company under this Agreement contains Personal Information. The Company will not be responsible for determining on its own that any information you provide under this Agreement qualifies as Personal Information.
Will be responsible for validating the source of any Customer Data or Personal Information, assessing the legal bases for its use under the Master Agreement, and providing the Company access to systems which are integrated via API or other connection.
Represent, warrant, and covenant that you have (1) obtained and will maintain all necessary rights, consents, authorizations, and lawful bases, and (2) provided (or will provide) all notices, and obtained all consents and rights, in each case as necessary under all applicable data protection, privacy, and security laws governing consumers' personal data ("Privacy Laws") (a) for the Company to process Personal Information and provide its services under the Master Agreement, including to your tenants and/or other consumers, including notices of any rights to opt out of automated processing of Personal Information to the extent required under any Privacy Laws, and (b) when using any feature of the SaaS Services to record any communications with consumers.

3. Information Security

The Company will comply with applicable laws and regulations in its creation, collection, receipt, access, use, storage, disposal, and disclosure of Personal Information.

The Company will employ reasonable security measures to protect Personal Information in accordance with the Company's information security policy as amended from time to time ("Information Security Policy").

4. Data Breach Procedures

The Company maintains a cyber incident breach response plan in accordance with the Company's Information Security Policy ("Cyber Incident Response Plan") and will implement the procedures required under such plan on the occurrence of a Data Breach.

The Company will notify you of a Data Breach as soon as reasonably practicable.

Following the Company's notification to you of a Data Breach, the parties will coordinate with each other, as necessary, to investigate the Data Breach in accordance with the Company's current Cyber Incident Response Plan.

5. Handling of Personal Information

To the extent required to ensure compliance with Privacy Laws, the Company certifies that, with respect to Customer Data, it shall not, unless such information is aggregated or deidentified or except as otherwise set forth in this Data Protection Addendum or the Master Agreement, (i) sell Personal Information; or (ii) retain, use, or disclose the Personal Information for any purpose other than the provision of services under the Agreement. For clarity, notwithstanding any other term herein, the Company may reasonably share and use Personal Information for any licensed purposes under the Master Agreement. In addition, notwithstanding any other term herein, you understand that the Company's services inherently involve the disclosure of information, including Personal Information, to third parties. By accepting these terms, you consent to any such transfers and agree that, as between you and the Company, the Company is not responsible for such third parties' use of any data.

6. Subprocessing

By accepting these terms, you acknowledge and agree that the Company can share Personal Information with its Subprocessors (as defined below). The Company shall impose contractual obligations on Subprocessors designed to support the Company's data protection obligations hereunder. You will be given a reasonable opportunity to object prior to the use of a Subprocessor to assist the Company with processing Personal Information on your behalf. "Subprocessor" means any third-party service provider engaged by the Company which receives Personal Information for processing activities to be carried out on your behalf. Subprocessors do not include third parties with whom you, or your employees or tenants or prospective tenants accessing the SaaS Services, direct the Company to share Personal Information.

7. Anonymized Data

Nothing in this Data Protection Addendum shall be construed to limit the Company's ability to use aggregated or anonymized data including, without limitation, the Aggregated and Anonymized Statistics (as defined in the Master Agreement), for trend reporting, performance improvement, product development, or other uses not prohibited by law.

8. Disclaimers

By accepting these terms, you acknowledge and agree that, as between you and the Company, you are solely responsible for (a) the accuracy, quality, integrity, content, and legality of Customer Data and Personal Information, including the means by which you acquire and provide such Customer Data and Personal Information to the Company, (b) your configuration and use of the SaaS Services, including provisioning, permissions, and access controls, (c) complying with data minimization, transparency, and other customer-facing obligations under applicable Privacy Laws, and (d) user management in Brynsights™, including inviting and removing users, assigning roles, controlling access, and managing permissions. For the avoidance of doubt, the Company does not audit your permissions nor does the Company determine purpose or means of processing, and you are solely responsible for the same.

The Company disclaims any and all liability arising from or relating to (a) inaccurate, incomplete, or unlawful Customer Data and Personal Information, (b) your misconfiguration, provisioning or over-provisioning user access, or failure to secure access to Customer Data and Personal Information, and (c) your acts or omissions that cause non-compliant processing of Customer Data and Personal Information.

9. Indemnification

By accepting these terms, you agree to indemnify, defend, and hold harmless the Company and its representatives from and against any and all losses incurred by the Company resulting from any third-party claims or regulatory actions arising out of or resulting from (a) your breach of this Data Protection Addendum; (b) your failure to obtain and maintain all necessary rights, consents, and lawful bases to collect, use, disclose, and otherwise process Customer Data and Personal Information and to make such Customer Data and Personal Information available to the Company; (c) data integrations authorized by you by providing the Company access; (d) any user authorized by you to use the SaaS Services; and (e) your failure to comply with applicable Privacy Laws or meet your own data governance or compliance requirements.