Terms

BrightQuery Terms of Use and Data License Agreement

You (“Licensee”) are accessing BrightQuery Inc.’s proprietary databases and user interfaces, including BQ Terminal, BQ Locator, BQ Prospector, and BQ APIs, along with any Chatbots that BrightQuery, Inc. has developed (collectively called “BQ Data and BQ Services”). Databases, and any information obtained through or from BrightQuery’s proprietary applications (hereinafter, “BQ”), as well as BQ Data and Services, are owned by BrightQuery, Inc., a Delaware corporation (“Licensor”). Licensee’s use of BQ Data and BQ Services is governed by these Terms of Use and Data License Agreement (“Terms and Conditions”). If the Licensee does not agree to the Terms and Conditions, do not use BQ Data and BQ Services. Licensor may discontinue access to BQ Data and BQ Services at any time.

License Grant

Licensor grants the following limited license to the Licensee for the use of BQ Data and BQ Services for the duration of the Licensee’s subscription, beginning when Licensee first accesses the BQ Data and BQ Services (“Term”). During the Term, Licensor grants Licensee a personal, revocable, limited, non-exclusive, non-transferable license, subject to the Terms and Conditions and the following:

• BQ Data and BQ Services must be used solely for Licensee’s internal use.
• Licensor retains all ownership and intellectual property rights over the BQ Data and BQ Services.
• Licensee agrees to discontinue using the BQ Data and BQ Services upon expiration of the Term.

BQ Data and BQ Services Use Restrictions

Any use of the BQ Data and BQ Services not expressly authorized in the Terms and Conditions is strictly prohibited. Without limiting the foregoing, Licensee is expressly prohibited from:

• Using the BQ Data and BQ Services in connection with any service offered by Licensee to third parties unless explicitly agreed upon by both Licensor and Licensee.
• Sublicensing Licensee’s rights to use BQ Data and BQ Services 
• Reselling or redistributing the Licensed BQ Data and BQ Services unless explicitly agreed upon by both Licensor and Licensee in writing.
• Disassembling, decompiling, reverse engineering, modifying, or otherwise altering the BQ Data and BQ Services or any part thereof.
• Using the Licensed BQ Data and BQ Services in connection with any mobile application (for example, iOS or Android).

BQ Data and BQ Services Use

General Terms of Use

Use of BQ Data and BQ Services must conform to the following use requirements. Any suspected failure to conform may result in the immediate suspension of Licensee’s access to BQ Data and BQ Services.

• Licensee shall not submit any false or misleading information to access BQ Data and BQ Services.
• Licensee shall only develop applications designed to access BQ Data and BQ Services and use them only as allowed by the Terms and Conditions.
• Licensee shall not falsify or alter any unique identifier or identity, including the BQ ID, or otherwise obscure the source of searches coming from Licensee’s application.
• Licensee agrees to use BQ Data and BQ Services in accordance with the instructions for use provided on the BrightQuery web page, as updated from time to time.
• If Licensee implements the BQ Data and BQ Services on a restricted website, Licensee shall provide Licensor with credentials for access.
• Licensee shall not violate or attempt to violate the security of BQ Data and BQ Services.
• Licensee shall not transmit or make available any material containing software viruses or code intended to interrupt, destroy, or limit functionality.
• Licensee shall not use BQ Data and BQ Services in any manner that harms, harasses, or invades the privacy of any person.
• Licensee shall not expose Licensor to harm or liability, nor make representations or warranties about BQ Data and BQ Services to any third party.
• Licensee shall not use BQ Data and BQ Services in violation of any laws, rules, or regulations.
• Licensee shall not use any automated tools to retrieve or index any portion of BQ Data and BQ Services or allow any third party to do so.
• Licensor reserves the right to release new versions of BQ Data and BQ Services, giving at least 90 days’ notice before requiring Licensee to use a new version.

Representations/Data Warranties/Liabilities

Licensor shall not be liable for any losses or damages due to errors or omissions in BQ Data and BQ Services, or due to Licensee’s inability to access BQ Data and BQ Services. Licensee’s sole remedy for breach is termination of the Terms and Conditions.

Licensee acknowledges that unauthorized use by Licensee, its representatives, or contractors may result in a material breach, causing irreparable harm to Licensor. In addition to all remedies, Licensor is entitled to seek injunctive relief in the event of unauthorized use of BQ Data and BQ Services.

Licensor does not guarantee that BQ Data and BQ Services comply with applicable legal requirements for marketing information. This includes but is not limited to laws related to electronic messages, telemarketing, or wireless suppression.

Licensee represents that its performance of the Terms and Conditions does not and will not conflict with any other agreements or orders to which it is a party or by which it is bound.

THE BQ DATA AND BQ SERVICES ARE PROVIDED “AS IS.” LICENSOR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES TO LICENSEE OR THIRD PARTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR RESULTS DERIVED FROM USE. NEITHER BRIGHTQUERY NOR ANY SUPPLIERS OR SERVICE PROVIDERS WARRANT THE ACCURACY, COMPLETENESS, OR COMPREHENSIVENESS OF BQ DATA AND SERVICES.

IN NO EVENT WILL LICENSOR OR ANY AFFILIATES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT. THE MAXIMUM AGGREGATE LIABILITY OF LICENSOR IS LIMITED TO THE FEES PAID BY LICENSEE UNDER THIS AGREEMENT.

Fees and Payment

Licensee agrees to the payment schedules provided in the BQ Data and BQ Services subscription schedule, which may change without notice and will be effective immediately upon posting.

Termination

The Terms and Conditions shall terminate upon expiration of the Term unless terminated per the Terms and Conditions. Licensor may terminate immediately if Licensee breaches the Terms and Conditions. Licensee’s access to BQ Data and BQ Services may be terminated at Licensor’s convenience.

Effect of Termination

Upon termination or expiration, Licensee must delete all copies of BQ Data and BQ Services and cease use. Licensee shall return all copies in any media format to Licensor within five (5) days of termination and provide written certification of deletion within ten (10) days.

Proprietary Rights

Licensor remains the sole owner of all rights in BQ Data and BQ Services, including any modifications or Feedback provided by Licensee.

Miscellaneous

• Assignment: Licensee’s rights under the Terms and Conditions may not be assigned. Any attempted assignment is void. 
• Modification: Licensor may modify the Terms and Conditions at its discretion, effective upon posting. 
• Privacy: Licensee’s access is subject to Licensor’s Privacy Policy, available on the BrightQuery website.
• Remedies; Waivers: All remedies here are cumulative, and no waiver of terms shall be valid unless in writing.
• Governing Law: The Terms and Conditions will be governed by California law, and the parties waive the right to a jury trial.
• Relationship of Parties: These Terms do not create a partnership or joint venture.
• Severability: If any part of these Terms is invalidated, the remaining parts remain enforceable.
• Entire Agreement: These Terms, with the Subscription Payment Schedule and other links, constitute the entire agreement between the parties.