Business Subscription Terms of Service

Last Updated: October 1, 2025

Welcome to The Brief!

These Business Subscription Terms of Service (these “Terms”) are an agreement between The Brief, Inc., including its Affiliates (collectively, “The Brief,” “we,” “us,” or “our”) and the entity or organization that has purchased a Team or Enterprise Subscription Plan (“Customer”), and governs Customer’s access to and use of The Brief Services. These Terms only apply to Team and Enterprise Subscription Plans, and use of our Pro Subscription Plan and Free Services are governed by separate Terms of Use. Capitalized terms used but not defined herein are defined in Section 1 (Definitions).

By accepting these Terms as part of a Subscription Plan, Order Form or other negotiated agreement which incorporates these Terms, Customer agrees to these Terms on behalf of the entity for which Customer is acting. Customer represents and warrants that Customer has full legal authority to bind Customer to these Terms, and confirms Customer’s agreement to be bound by these Terms. By clicking “I agree,” accepting the Order Form, or using the Services, Customer agrees to these Terms.

1. Definitions.
   1. “Account Information” means information about Customer accounts, including Administrative User’s account and End User accounts provided to The Brief in connection with the creation or administration of The Brief’s accounts, including names, usernames, passwords, and billing information.
   2. “Add-ons” means enhanced features, seats, or services that are purchased separately and provide extra functionality or usage rights.
   3. “Administrative User” means the user that has the authority to manage Customer's account, add or remove End Users, approve purchases, and otherwise act on behalf of Customer for purposes relating to the Services and these Terms. The Brief will treat instructions from the Administrative User as authoritative with respect to all aspects of the Customer accounts management.
   4. “Affiliates” means with respect to either party, any other person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, that party.
   5. “API” means application programming interface that provides additional ways to access and use the Services and should be considered a part of the Services.
   6. “API Terms” means the specific terms, conditions, restrictions, and requirements that govern Customer's access to and use of the applicable API.
   7. “Beta Services” means features available as part of the Services that are clearly identified as beta or trial.
   8. “Claim” means any legal proceeding, claim, action, suit, or demand filed by a third party.
   9. “Controller” has the meaning given to it in applicable privacy laws.
   10. “Customer Content” means all data (including text, images, audio, videos, brand assets, designs, templates, creative materials, and other content), Inputs, Outputs that Customer, its Administrative Users or its End Users Post, or otherwise provide to the Services. Customer Content does not include Account Information.
   11. “End User” means Customer’s and its Affiliates’ employees, consultants, customers, agents, representatives or any other person authorized by Customer to use the Services.
   12. “External Resources” means links to or offer functionality to import certain resources (e.g., images, video clips, sound clips, graphic elements, etc.) that are owned or controlled by third-party providers.
   13. “Feedback” means input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Services.
   14. “Force Majeure Event” means any event or circumstance (other than a party’s inability to satisfy payment obligations) that is outside a party’s reasonable control, including but not limited to governmental action or acts of terrorism, energy crises, earthquake or other acts of God, whether or not foreseeable.
   15. “Input” means submissions provided by Customer, its Administrative Users and its End Users to be processed by The Brief as part of The Brief AI.
   16. “Internal Resources” means resources (e.g., images, video clips, sound clips, graphic elements, etc.) that are owned or controlled by The Brief.
   17. “Output” means responses generated and returned by The Brief AI based on the Inputs.
   18. “Order Form” means any ordering documentation or online sign-up or subscription pages, regardless of form, agreed to between the parties which sets forth the Services accessed by the Customer and any relevant pricing. Multiple Order Forms may be entered into under these Terms.
   19. “Order Form Term” means the period during which Customer has agreed to subscribe to Services under the applicable Order Form.
   20. “Personal Information” means any information relating to an identified or identifiable individual or any other information defined as “personal data,” “personal information,” “personally identifiable information,” and similar terms under the applicable data privacy laws, that is processed in relation to these Terms.
   21. “Processor” has the meaning given to it in applicable privacy laws and includes the service provider when processing Personal Data on behalf of the Controller.
   22. “Post” means to create, submit, upload, publish, share, generate, broadcast, and otherwise transmit Customer Content to the Services.
   23. “Resources Libraries” means External Resources and Internal Resources.
   24. “Services” means The Brief’s website(s), online software-as-a-service platform, The Brief AI and services governed by these Terms including any related APIs provided by The Brief, together with all related applications, and Add-ons. “Services” exclude non-The Brief Services.
   25. “Subscription Plan” means the applicable subscription plan of packaged functionality and services as detailed on The Brief’s website.
   26. “Subscription Plan Term” means the period during which a Customer has agreed to subscribe to the applicable Subscription Plan.
   27. “The Brief AI” means features and functionalities that may be identified by The Brief as artificial intelligence (AI) features, or any feature powered by a Large Language Model. The Brief may introduce and modify such features and functionalities from time to time.
   28. “Usage Data” means information relating to the provision, use or performance of various aspects of the Services and related systems and technologies (including information concerning Customer’s and End Users’ use of the various features and functionality of the Services and analytics and statistical data derived therefrom). Examples of Usage Data include: metadata, technical logs, and usage information.
2. Services.
   1. Subscription. Customer and its Affiliates may subscribe to Services by registering for a Subscription Plan or executing an Order Form for Enterprise Customers. Unless otherwise specified, all Order Forms shall be governed by these Terms. In the event of a conflict between these Terms and an Order Form, the Order Form shall control. Each Subscription Plan shall automatically renew for a period equal in duration to the then expiring Subscription Plan Term unless Customer cancels its Subscription Plan or notifies The Brief in writing of its intent not to renew the applicable Subscription Plan at least thirty (30) days prior to the end of the then-current Subscription Plan Term. Each Order Form will be for the Order Form Term agreed to in the applicable Order Form. Unless otherwise provided for in an Order Form, each Order Form shall automatically renew for a period equal in duration to the then expiring Order Form Term unless either party notifies the other in writing of its intent not to renew the applicable Order Form at least thirty (30) days prior to the end of the then-current Order Form Term. The Brief may change the fees applicable to a Subscription Plan and/or an Order Form renewal by providing Customer at least thirty (30) days’ written notice of the new fees before the end of the then-current Subscription Plan Term or Order Form Term, as applicable.
   2. Add-ons. The Brief will provide the Services to Customer according to the applicable Subscription Plan or Order Form. Additional features and functionality may be made available in the form of Add-ons.
   3. Provision of the Services; Ownership. The Services are owned and operated by The Brief. As between the parties, The Brief owns all right, title, and interest in Services. Except as expressly set forth herein, the Customer obtains only a limited right to use the Services, and no ownership rights regarding the Services are transferred to Customer or its End Users under these Terms.
   4. Access to the Services. Subject to these Terms, The Brief hereby grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable license, during the Term, for Customer and its End Users to access and use the Services.
   5. Support. Subject to payment of all Fees and Customer’s compliance with these Terms, Company will provide support to Customer by email or chat during normal business hours. For Enterprise Customers only, support will also include a dedicated account manager, as specified in the applicable Order Form. The Brief may also offer additional professional services, which will be subject to separate fees and set forth in the applicable Order Form.
   6. API. The Brief may offer an API subject to these Terms. Further, Customer use of the API is subject to The Brief’s then-current API Terms, as may be updated by The Brief in its sole discretion from time to time. In the event of a conflict between these Terms and the API Terms, the API Terms shall control. The Brief reserves the right at any time to modify or discontinue Customer access to the API (or any part of it) with or without notice. The API is subject to changes and modifications, and Customer is solely responsible for ensuring that Customer’s use of the API is compatible with the current version of the API Terms.
   7. Ad Serving. The Services may include functionality that allows Customer to distribute its Customer Content from the Services to various display advertising networks. Customer is solely responsible for the Customer Content Customer chooses to distribute, and The Brief is not liable for any losses or damages of any kind that Customer experiences or causes by distributing such content.
   8. Discussions. As part of the Services, The Brief may invite Customer to chat, participate in blogs, message boards, online forums, surveys, contests, or similar initiatives (“Discussion Groups”) that may provide Customer with the opportunity to Post Customer Content to or via the Services. Any Customer Content Customer chooses to Post as part of Discussion Groups will be deemed Feedback as defined herein.
   9. Resource Libraries. The Brief may make available for Customer’s use in connection with the Services certain External Resources and Internal Resources. The Resource Libraries may indicate applicable sources as appropriate.
      1. External Resources. Subject to these Terms, and specifically Sections 3.3. (THIRD-PARTY SERVICES) and 4 (CUSTOMER CONTENT), External Resources may be made available to Customer. External Resources are subject to additional terms from the applicable licensor, as indicated on the License Terms for The Brief External Resources page (as may be updated from time to time). The External Resources are not under The Brief’s control, and, to the fullest extent permitted by law, The Brief is not responsible for any third party External Resources licensor’s (i) use of any of Customer’s exported information or (ii) content, including any actual or alleged infringement of the foregoing.
      2. Internal Resources. Subject to these Terms, Internal Resources may be made available to Customer, and The Brief hereby grants Customer a perpetual, non-exclusive, non-transferable, worldwide license to use the Internal Resources solely as part of Customer Content. Without limiting anything else in these Terms, Customer may not download Internal Resources or redistribute, resell, or otherwise use them, independently or in similar libraries, except as expressly set forth herein.
   10. AI Offering. The use of The Brief AI falls under The Brief AI Supplementary Terms, which are available at https://www.thebrief.ai/legal-information/ai-supplementary-terms/
   11. Beta. Beta Services may not generally be available to Customers. Notwithstanding anything to the contrary in these Terms: (i) the Customer’s use of Beta Services is entirely at its own discretion; (ii) Beta Services may be unsupported and are subject to change at any time without notice and without liability; and (iii) Beta Services may not offer the same level of reliability or availability as the Services. Customer may provide Feedback on the Beta Services, which The Brief may use and evaluate for its own purposes. WITHOUT LIMITING ANY DISCLAIMERS IN THESE TERMS, BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, ALL BETA SERVICES ARE PROVIDED “AS IS”. THE BRIEF MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES, INCLUDING ANY WARRANTY THAT THE BETA SERVICES WILL BECOME GENERALLY AVAILABLE. EXCEPT TO THE EXTENT PROHIBITED BY LAW, THE BRIEF DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT WARRANTY OF ANY KIND, WITHOUT ANY PERFORMANCE OBLIGATIONS, AND THE BRIEF SHALL HAVE NO INDEMNIFICATION OBLIGATIONS, NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE BETA FEATURES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE THE BRIEF’S LIABILITY WITH RESPECT TO THE BETA ACCESS FEATURES SHALL NOT EXCEED $1,000.00.
   12. Free Trials. If Customer registers for a free trial, we will make the Services available to Customer on a trial basis free of charge until the earlier of (i) the end of the free trial period; (ii) the start date of any Subscription Plan or Order Form; or (iii) termination of the trial by The Brief. Free trials are for evaluation purposes only. The Brief may terminate Customer free trial at any time in The Brief sole discretion, without liability.
3. Customer Obligations.
   1. Acceptable Use Policy. Customer will comply with The Brief’s Acceptable Use Policy available at https://www.thebrief.ai/legal-information/acceptable-use-policy.
   2. Account Management.
      1. Registration and Administrative User. To access most features of the Services, Customer must register for an account. As part of the registration process, Customer will appoint one or more Administrative Users for Customer's accounts. Customer agrees that the information provided by the Administrative User to The Brief is accurate, complete, and not misleading, and that Customer will keep it accurate and up to date at all times.
      2. End Users. Customer may enable and/or disable End Users to access and use the Services in accordance with any limitations under these Terms. Each End User's account is personal to the End User to whom it is issued. Account credentials may not be shared or used by anyone other than the individual to whom they were provisioned. Only End Users may access or use the Services through the log-in methods designated by The Brief, and Customer is responsible for its End Users' compliance with these Terms and all activities of its End Users.
      3. Account Security. Customer is responsible for maintaining control over its End Users' accounts, including the confidentiality of usernames and passwords. The Brief supports login using two-factor authentication (“2FA”), which is known to reduce the risk of unauthorized use of or access to the Services. The Brief will not be responsible for any damages, losses, or liability to Customer, End Users, or anyone else if any event leading to such damages, losses, or liability would have been prevented by the use of 2FA.
      4. Customer Accounts. For Customer accounts, the Administrative User controls Customer Content created, stored, or processed through the Services under that Customer accounts, regardless of which End User created such content. The Customer bears ultimate responsibility for all activities occurring under the Customer account, including actions taken by Administrative Users and all other End Users. Customers may establish additional policies governing Administrative User’s and/or End Users' access to and use of the Services, provided such policies do not conflict with these Terms.
   3. Third Party Services.
      1. Third-Party Services. The Brief may provide tools or functionalities through the Services that enable Customer to export information, including Customer Content, to third-party services. By using one of these tools, Customer hereby authorizes The Brief to transfer that information to the applicable third-party service. Third-party services are not under The Brief’s control, and, to the fullest extent permitted by law, The Brief is not responsible for any third-party service’s use of Customer’s exported information. The Services may also contain links to third-party services. Linked third-party services are not under The Brief’s control, and The Brief is not responsible for their content. Customer should review the terms of use and privacy policy of any third-party services before sharing any Customer Content or information with such third-party services or using features or functionality that are part of the Services and involve third-party services. Once sharing occurs, The Brief will have no control over the information that has been shared.
      2. Third-Party Software. The Services may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to Customer subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict Customer from obtaining Third-Party Components under the applicable third-party licenses or to limit Customer’s use of Third-Party Components under those third-party licenses. 
4. Customer Content.
   1. Customer Content.
      1. Ownership. As between Customer and The Brief, to the extent permitted by applicable law, Customer retains all ownership rights in Customer Content.
      2. License to The Brief. By Posting Customer Content to or using the Services, Customer grants The Brief a non-exclusive, worldwide, royalty-free license (with the right to use subcontractors) to host, store, use, reproduce, modify as needed for technical purposes (such as formatting or display), and transmit Customer Content solely as required for The Brief to provide the Services. This grant of rights includes use of Customer Content by The Brief to keep the Services safe and secure, comply with applicable law, and to enforce The Brief’s Acceptable Use Policy and these Terms.
      3. Customer Responsibilities. Customer must not Post Customer Content if Customer is not the owner of or is not fully authorized to grant rights in all of the elements of that Customer Content. To the extent permitted by applicable law, The Brief is not liable for Customer Content and disclaims any and all liability in connection with Customer Content. Customer is solely responsible for its Customer Content and the consequences of providing Customer Content via the Services. Customer represents and warrants that: Customer Content will not (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause The Brief to violate any law or regulation or require The Brief to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and (iv) Customer Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
      4. Monitoring. The Brief is not responsible for and has no obligation to monitor (i) Customer Content, (ii) content made available by third parties, or (iii) the use of the Services. However, The Brief may, from time to time, monitor any and all information transmitted or received through the Services for operational or other purposes, without assuming any responsibility or liability. The Brief may block, filter, mute, remove, or disable access to any Customer Content where deemed necessary in its sole discretion, without any liability.
   2. Feedback. The Brief respects and appreciates the thoughts and comments from its Customers. If Customer chooses to provide Feedback, then Customer hereby grants The Brief a perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to use the Feedback in any manner and for any purpose, without any further consideration or attribution to Customer.
   3. Usage Data. The Brief will have the right to collect Usage Data and The Brief will be free (during and after the Term) to use Usage Data in de-identified and aggregated form to maintain, improve, and enhance its Services.
5. Security and Data Privacy.
   1. Security. The Brief shall maintain industry-standard technical and organizational measures to maintain the security of the Services and Customer Content while in The Brief’s possession.
   2. Data Privacy. When using the Services, The Brief’s Privacy Policy applies only in cases where The Brief independently acts as a data Controller. Customer is solely responsible for complying with all applicable privacy and data protection laws in connection with its use of the Services. Customer should avoid including Personal Information in Customer Content submitted through the Services, unless such information is necessary for the intended use of the Services. If Personal Information is included in Customer Content, Customer is and remains the Controller of such Personal Information and is responsible for ensuring it has all necessary rights and lawful bases to collect, share, and use such information. To the extent The Brief processes Personal Information on Customer’s behalf in connection with Customer’s use of the Service, the Data Processing Addendum (“DPA”) governs such processing. The DPA, incorporated into these Terms by reference, applies when The Brief acts as a data Processor or Service Provider under applicable data protection laws. 
6. Fees and Payment.
   1. Fees. Customer will pay The Brief all fees set forth in the applicable Subscription Plan or Order Form in accordance with the terms therein. Unless otherwise specified herein or in the applicable Subscription Plan or Order Form, (i) all fees are stated and solely payable in US Dollars, (ii) payment obligations are non-cancelable and not subject to setoff, and (iii) fees paid are non-refundable. Customer is solely responsible for any bank fees, interest charges, finance charges, overdraft charges, and any other fees Customer incurs as a result of the charges billed by The Brief. Customer agrees that at the end of each Subscription Plan Term or Order Form Term, the Subscription Term or Order Form will automatically renew, at the then-current applicable fee on the renewal date, unless (i) otherwise agreed upon in the Order Form, (ii) Customer cancels the Subscription Plan, or (iii) terminated earlier as provided hereunder.
   2. Payment. Customer will be invoiced monthly and annually in advance, as applicable, unless otherwise specified in the Order Form. For annual plans, full payment will be due thirty (30) days from the date of the applicable invoice. For monthly plans, Fees are due at the time of purchase. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. When a Subscription Plan or Order Form automatically renews, Customer expressly authorizes The Brief to charge the payment method Customer provided to The Brief for the initial payment, renewal or any other purchase.
   3. Taxes. Fees are exclusive of taxes, which The Brief will charge as required by applicable law in connection with the Services. The Brief will use the name and address in the Customer account as the place of supply for tax purposes. All Fees under these Terms shall be paid in full, without any deduction or withholding for taxes, levies, duties, tariffs, or other charges of any nature imposed by any governmental authority. If any such deduction or withholding is required by law, Customer shall increase the payment to The Brief so that the net amount received equals the amount invoiced.
   4. Credits. Customer may need to prepay for Services by purchasing Credits.
7. Confidentiality.
   1. Definition. Each party (the “Discloser”) has disclosed or may disclose proprietary or non-public business, technical, financial, or other information in anticipation of these Terms or during the Term of these Terms (“Confidential Information”) to the other party (the “Recipient”). Confidential Information of The Brief expressly includes non-public information regarding features, functionality, and performance of The Brief Services, and Confidential Information of the Customer expressly includes Customer Content. However, Confidential Information excludes any information that: (i) is or becomes generally available to the public without action or omission by Recipient; (ii) was in the Recipient’s possession or known by it prior to receipt from the Discloser; (iii) was rightfully disclosed to the Recipient without restriction by a third party; or (iv) was independently developed by Recipient without use of or reference to any Confidential Information of the Discloser.
   2. Obligations. The Recipient will use the Discloser’s Confidential Information only to exercise its rights and fulfill its obligations under theseTerms. The Recipient will use reasonable care to protect against disclosure of the Discloser’s Confidential Information to parties other than the Recipient’s employees, contractors, Affiliates, agents, or professional advisors (“Representatives”) who need to know it and who have a legal obligation to keep it confidential. The Recipient will ensure that its Representatives are subject to confidentiality obligations that are no less restrictive than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information: (i) if directed by Discloser; or (ii) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to promptly notify the Discloser in advance, to the extent permitted by law and comply with the Discloser’s reasonable requests regarding its efforts to oppose the disclosure. These confidentiality obligations apply (i) for Customer Content, until it is deleted from the Services; and (ii) for all other Confidential Information, for a period of five (5) years after a party receives the Confidential Information or these Terms ends, whichever is later.
8. Term and Termination.
   1. Term. The term of these Terms shall commence on the Subscription Plan Start Date or the Effective Date set forth in the initial Order Form, as applicable, and shall continue in full force and effect until the expiration or termination in accordance with this Section, whichever happens first.
   2. Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party (i) materially breaches these Terms and fails to cure the breach within thirty (30) days after receipt of written notice; or (ii) ceases its business operations or becomes subject to insolvency proceedings.
   3. Effect of Termination. Termination of these Terms will result in termination of all ongoing Subscription Plans or Order Forms, as applicable; however, termination of a single Order Form will not result in termination of these Terms or any other ongoing Order Forms. If these Terms terminate: (i) the rights granted by The Brief to Customer will cease immediately and The Brief may delete all Customer Content from its systems within thirty (30) days, unless The Brief is legally required to retain it or Customer has agreed otherwise in writing; (ii) all amounts due under any unpaid invoices will become due and payable immediately; and (iii) If The Brief is in breach, Customer will be reimbursed for any prepaid unused fees.
   4. Survival. The following provisions will survive termination or expiration of the Agreement: 2.3 (Provision of the Services; Ownership), 4.2 (Feedback), 6 (Fees and Payment), 7 (Confidentiality), 8.3 (Effect of Termination), 8.4 (Survival), 9 (Warranties; Disclaimer), 10 (Indemnification), 11 (Limitation of Liability), 12 (Dispute Resolution), 13 (Miscellaneous).
9. Warranties; Disclaimer.
   1. Warranties. Each party represents and warrants that: (i) it has the legal right and authority to enter into these Terms, which constitute a legal valid and binding agreement; (ii) it will perform its rights and obligations under these Terms in accordance with applicable law. Customer further represents and warrants that it has all rights and permissions required to Post Customer Content to the Services.
   2. Disclaimer. EXCEPT AS SET FORTH IN THESE TERMS, THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND THE BRIEF EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE OR NON-INFRINGEMENT. THE BRIEF MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER CONTENT WILL BE ACCURATE, THAT DEFECTS WILL BE CORRECTED OR THE SERVICES WILL BE UNINTERRUPTED, FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, OR REGARDING ANY THIRD-PARTY SERVICES. EXTERNAL RESOURCES ARE PROVIDED BY THIRD PARTIES AND NOT BY THE BRIEF. ANY USE OF SUCH EXTERNAL RESOURCES IS SOLELY BETWEEN THE CUSTOMER AND THE APPLICABLE THIRD-PARTY PROVIDER. THE BRIEF MAKES NO WARRANTIES, PROVIDES NO SUPPORT AND ASSUME NO RESPONSIBILITY OR LIABILITY WHATSOEVER WITH RESPECT TO EXTERNAL RESOURCES.
10. Indemnification.
    1. By The Brief. The Brief will defend, indemnify and hold Customer harmless against any liabilities, damages and costs (including reasonable attorneys’ fees) actually paid or payable to unaffiliated third party (“Losses”) arising out of any Claim alleging that Services infringes any copyright, patent, trademark or trade secret of a third party.The Brief will have no obligation to defend or indemnify Customer for any Claim to the extent it is based on: (i) a combination of the Services or Outputs with products, services, technology, software or content not provided by or on behalf of The Brief; (ii) modification of the Services or the Outputs made by Customer, Administrative User or an End User; (iii) use of Services in violation of these Terms; (iv) use of the Services or the Outputs in a manner that the Customer, Administrative User or an End User knows or reasonably should know violates or infringes the rights of others; and (v) Customer Content, including all inputs and outputs from The Brief AI.
    2. By Customer. Customer will defend, indemnify and hold The Brief and its Affiliates harmless against any Losses arising out or related to: (i) use of Service by Customer or any Administrative User and End User; (ii) a breach of these Terms; or (ii) Customer Content, including all inputs and outputs from The Brief AI.
    3. Process. If a party entitled to indemnification (the “Indemnified Party”) becomes aware of any indemnifiable Claim, such party will give the other party (the “Indemnifying Party”) written notice of the Claim as soon as reasonably practicable and allow the Indemnifying Party sole control of defense and settlement of the claim including selection of counsel, provided that the Indemnified Party is entitled to participate in its own defense at its sole expense.The Indemnified Party cannot enter any settlement or compromise of any Claim without prior written consent of the Indemnifying Party which will not be unreasonably withheld, except that the Indemnifying Party may without consent enter any settlement of a claim that resolves the Claim without liability to the Indemnified Party.
    4. Sole Remedy. TO THE EXTENT COVERED UNDER THIS SECTION 10 (INDEMNIFICATION), INDEMNIFICATION IS EACH PARTY’S SOLE AND EXCLUSIVE REMEDY UNDER THESE TERMS FOR ANY CLAIMS.
11. Limitation of Liability.
    1. Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR: A) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; B) EITHER PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS; C) CUSTOMER’S BREACH OF SECTION 3.1 (ACCEPTABLE USE POLICY); AND INFRINGEMENT BY A PARTY OF THE OTHER PARTY INTELLECTUAL PROPERTY RIGHTS. NEITHER PARTY OR PARTY REPRESENTATIVES WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
    2. Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR A) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; B) EITHER PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS; C) CUSTOMER’S BREACH OF SECTION 3.1 (ACCEPTABLE USE POLICY); D) INFRINGEMENT BY A PARTY OF THE OTHER PARTY INTELLECTUAL PROPERTY RIGHTS, THE AGGREGATE LIABILITY OF A PARTY OR A PARTY REPRESENTATIVES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE FEES PAID AND PAYABLE BY THE CUSTOMER TO THE BRIEF DURING THE 12 MONTHS IMMEDIATELY PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE LIABILITY.
12. Dispute Resolution.
    1. Disputes. Before a party initiates legal action against the other arising from these Terms (except to seek injunctive or equitable relief or to otherwise protect its intellectual property rights), the matter in controversy will first be referred to an officer of each party, who shall make good faith and reasonable efforts to resolve the matter within four (4) weeks of the date of referral. If the parties have not resolved the dispute, either party may seek to resolve the dispute through arbitration as stated in Section 12.2. (Arbitration).
    2. Arbitration. Any dispute shall be determined in English and settled by arbitration in San Francisco, California, in accordance with the rules of the American Arbitration Association (“AAA”). The award rendered thereon by the arbitrator shall be final and binding on the parties thereto, and judgment thereon may be entered in any court of competent jurisdiction. EACH PARTY AGREES THEY ARE WAIVING THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW IN CONNECTION WITH THESE TERMS.
    3. Equitable Relief. This Section 12 (Dispute Resolution) does not limit either party from seeking equitable relief.
13. Miscellaneous.
    1. Relationship of Parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship between them. Neither party has the authority to bind the other or to act on the other’s behalf, and neither party will represent to any third party that it has such authority.
    2. Assignment. Neither party may assign these Terms or any of its rights or obligations hereunder without the other party's prior written consent, which consent will not be unreasonably withheld or delayed; provided, however, that either party may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to an entity that assumes the assignor's obligations hereunder. Any attempted assignment in violation of this section will be null and void. These Terms will be binding upon and inure to the benefit of the parties' respective successors and permitted assigns.
    3. Governing Law and Venue. These Terms are governed by the laws of the State of California, without regard to conflict of law principles. Customer and The Brief submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California for resolution of any lawsuit or court proceeding permitted under these Terms. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded in its entirety from application to this Agreement.
    4. Notices. All notices, requests, claims, demands, waivers, and other communications under these Terms (each, a “Notice”) must be in writing (electronic mail sufficient) and sent to: legal@thebrief.ai. All notices to Customer will be sent to the physical address and/or email addresses set forth in the Order Form or in the Administrative User account.
    5. Severability. If any part of these Terms is held to be unenforceable, the rest of the Terms will remain in full force and effect.
    6. No Publicity. Neither party shall, without the other party’s prior written consent: (i) use the other party’s name or logo in any website, media, or marketing materials; or (ii) issue any public statement concerning its relationship with the other party or these Terms.
    7. Waiver. Failure to enforce any provision of these Terms will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.
    8. Export Control. Customer acknowledges that the Services and related technology may be subject to export control laws and regulations. Customer and its End Users will comply with all applicable export control laws and regulations, including those of the United States, and will not export, re-export, or transfer the Service or related technology to any prohibited country, entity, or person. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a country subject to a U.S. Government embargo or designated as a “terrorist supporting” country, and is not on any U.S. Government list of prohibited or restricted parties.
    9. Interpretation. The headings in these Terms are for convenience only and will not affect its interpretation. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” References to “writing” include electronic communications.
    10. Force Majeure. Neither party will have any liability for failures or delays resulting from any Force Majeure Event. Upon experiencing a Force Majeure Event, the affected party shall: (i) promptly notify the other party; and (ii) use reasonable efforts to minimize impact and restore performance. If such Force Majeure Event prevents contractual compliance for thirty (30) or more consecutive days, either party may terminate these Terms by written notice without incurring liability.
    11. Modifications. The Brief may update the Services periodically. If a The Brief update materially reduces the Services functionality, The Brief will notify Customer in-product or at the account email address. Within five business days of receipt of this notice, Customer may choose to terminate these Terms by providing thirty (30) days written notice. This termination right will not apply to updates made to features provided on a beta or evaluation basis.

Entire Agreement. These Terms and any other agreements expressly incorporated by reference into these Terms, represent the entire agreement and understanding between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, whether written or oral.