BrightEdge Technologies, Inc.’s (“BrightEdge,” “we,” or “us”) Content Central platform helps connect writers and SEOs (collectively, “Providers”) with BrightEdge customers (“Customers,” together with Providers, “Users,” “you” or “your”) who are interested in obtaining and/or optimizing blog posts, web page text, white papers and similar materials (collectively “Content”) for their websites. The following Terms of Service govern your use of Content Central.
1. ACCEPTANCE OF TERMS
Use of the BrightEdge website (the “Site”) is governed by the site Terms of Use found at: http://www.brightedge.com/legal (“Terms of Use”), including the BrightEdge Privacy Policy found at http://www.brightedge.com/privacy (“Privacy Policy”). Content Central is available at http://www.brightedge.com/content-central and the various content, features, and services offered on and in connection with this site (collectively, the “Services”) are owned and operated by BrightEdge and can only be accessed and used by you under the Terms of Service described below (“Terms of Service”). PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BECOME BOUND BY THESE TERMS OF SERVICE, THE TERMS OF USE, AND THE PRIVACY POLICY. IF YOU DO NOT AGREE TO ALL THE TERMS REFERENCED HEREIN, THEN YOU MAY NOT ACCESS AND USE THE SERVICES.
2. MODIFICATIONS OF TERMS OF SERVICE
BrightEdge may, in its sole discretion, modify these Terms of Service at any time effective upon posting the modified Terms of Service on and in connection with the Services, with or without additional notice to you. You are responsible for regularly reviewing information posted on the Site to obtain timely notice of such changes, and if you do not agree to the amended terms, you agree to immediately stop using the Services and to provide BrightEdge notice to remove you from any distribution lists or other communication list that are available to you through your use of the Services. YOUR CONTINUED USE OF THE SERVICES AFTER SUCH POSTING (OR OTHER NOTIFICATION, IF ANY) MEANS YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED TERMS OF SERVICE.
3. USE OF THE SERVICES
SSubject to full compliance with these Terms of Service, BrightEdge grants you a nonexclusive, nontransferable, nonsublicensable, terminable license to access and use the Services for your internal business use. You agree to not access, reproduce, duplicate, copy, sell, re-sell, modify, distribute, transmit, or otherwise exploit the Services or any of their content for any purpose without the express written consent of BrightEdge. BrightEdge may modify, update, suspend or discontinue the Services, in whole or in part, at our sole discretion for any or no reason, at any time and with or without notice. BrightEdge shall not be liable to you or any third party for any such modification, update, suspension or discontinuance.
4. USER CONDUCT
As a condition of your access and use of the Services and provision of your contact and related information and materials (“Information”), you agree not to use the Services for any purpose that is unlawful or prohibited by these Terms of Service, or any other purpose not reasonably intended by BrightEdge. By way of example, and not as a limitation, you agree not to:
- a. intentionally or unintentionally violate these Terms of Service, other applicable agreement with BrightEdge, and any applicable local, state, national or international law, and any rules and regulations having the force of law;
- b. use the Services in any manner that violates any relevant law or that infringes, misappropriates or violates any third party's rights, including, but not limited to, transmitting any content that may infringe, misappropriate or violate a third party's rights of publicity, contractual rights, fiduciary rights or intellectual property rights;
- c. use the Services for any purposes not authorized by this Terms of Service, including the submission or transmission of any information that contains advertisements, promotional materials, junk mail, or any other form of solicitation;
- d. impose an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;
- e. harass, threaten, intimidate, impersonate, or attempt to impersonate, any other person, falsify your contact or other information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with BrightEdge, or otherwise attempt to mislead others as to the identity of the sender;
- f. knowingly provide or submit false or misleading information;
- g. use the Services if you are under the age of eighteen (18);
- h. attempt to gain unauthorized access to the Services, other user accounts, or other computer systems or networks connected to the Services;
- i. use the Services in any way that could interfere with the rights of BrightEdge or the rights of other users of the Services;
- j. attempt to gain unauthorized access to any portion or feature of the Services, or any other systems or networks connected to the Services or to any server used by BrightEdge by hacking, password 'mining' or any other illegitimate or unauthorized means;
- k. transmit or submit any transmission or other materials that are encrypted or that contains viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines that is likely or intended to damage, interfere with, disrupt, impair, disable or otherwise overburden the Services;
- l. access, download, monitor, or copy any information contained on the Services through artificial means, or in any way reproduce or circumvent the navigational structure or presentation of the Services or any content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Services; or
- m. probe, scan or test the vulnerability of the Services or any network connected to the Services, nor breach the security or authentication measures on or of the Services or any network connected to the Services. You may not reverse look-up, trace or seek to trace any information on any other user of the Services, or any other customer of BrightEdge, including any BrightEdge account not owned by you, to its source, or exploit the Services or any service or information made available or offered by or through the Services, in any way where the purpose is to reveal any information, including but not limited to personal identification or information other than your own information, except as expressly authorized by BrightEdge and provided for by the Services.
5. REGISTRATION INFORMATION
We may require that you create an account to use or access certain parts of the Services and use certain products and features. As a condition of your use of the Service, you agree to (a) provide BrightEdge with true, accurate, current and complete Information as prompted by the BrightEdge's registration forms, when registering for or using the Services and (b) update and maintain the truthfulness, accuracy and completeness of such Information. As a condition of submitting any information to the Services, you agree that you represent that you own or have secured all legal rights necessary for the Information submitted by you to be used by BrightEdge in these Terms of Service. You grant BrightEdge and its affiliates and assignees a worldwide, perpetual right and license to use in any medium all information and material you submit to or through the Site, including without limitation, all blog comments.
6. WRITER CLASSIFICATION
With respect to Providers, BrightEdge merely provides the platform for Users to communicate and share information with one another. You understand and agree that any pay rate, work hours, employment dates and working conditions will be established or confirmed by the Customer and not by BrightEdge, and that you will not have any contract on the BrightEdge Site or with BrightEdge regarding such employment terms; any information in the platform is solely for the purpose of enabling Customers to communicate with Providers. Provider acknowledges and agrees that he/she is not an employee of BrightEdge, and that he/she will not be providing any services to BrightEdge (directly or indirectly) while engaged by the Customer. Provider acknowledges that Provider, and not BrightEdge, will be responsible for timely and professionally completing all work that he or she is assigned while working for a Customer.
The Services are not an employment service and BrightEdge is not an employer of any Provider. As such, BrightEdge is not responsible for and will not be liable for any tax payments or withholding, including but not limited to unemployment insurance, social security, disability insurance or any other applicable federal or state withholdings in connection with your use of any services of a Provider.
7. USE OF LIKENESS
Each Provider who provides to BrightEdge any depiction of his or her likeness, whether embodied in photographs, video, voice, or other recordings, (collectively, “Depictions”), in exchange for the right to use the Services, hereby irrevocably grants to BrightEdge the non-exclusive, fully-paid, royalty-free, transferable, sublicensable, worldwide, unrestricted, and perpetual right to use, and permit to be used, such Provider’s likeness, name and identity in connection with the Services, in advertising, marketing, and/or publicizing of the Services in any media.
Each Provider hereby waives all rights and releases BrightEdge from, and shall neither sue nor bring any proceeding against any such parties for, any claim or cause of action, whether now known or unknown, for defamation, invasion of right to privacy, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such Provider’s identity, likeness or voice in connection with the Services.
Each Provider acknowledges that BrightEdge shall not owe any financial or other remuneration for using the Depictions provided hereunder by such Provider, either for initial or subsequent transmission or playback, and further acknowledges that BrightEdge is not responsible for any expense or liability incurred as a result of such Provider’s recordings or participation in any recordings, including any loss of such recording data.
8. NO ENDORSEMENT
BrightEdge is not a party to the dealings between Customers and Providers, including posts, proposals, screening, selection, contracting, and performance of services. BrightEdge does not introduce Providers to Customers or help Providers find engagements. BrightEdge merely makes the Services available to enable Providers to identify and determine the suitability of Customers for themselves and to enable Customers to identify and determine the suitability of Providers for themselves. BrightEdge does not, in any way, supervise, direct, or control Provider or Provider’s work. BrightEdge does not set Provider’s work hours, work schedules, compensation or location of work. BrightEdge makes no representations about, and does not guarantee the quality, safety, or legality of, the services performed by any Provider; the truth or accuracy of Provider’s listings on the Services site; the qualifications, background, or identities of Providers; the ability of Providers to deliver the Provider’s services; the ability of Customers to pay for the Provider’s services; or that a Customer or Provider can or will actually complete a transaction.
Any reference to a Provider being certified or credentialed in some manner, (or similar language) designation indicates only that the individual has completed the BrightEdge platform training program and does not represent anything else. Any such description is not an endorsement or guarantee by BrightEdge and is not verification of their identity and whether they or they are licensed, insured, trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of anyone you contact or interact with via the Services, including but not limited to Providers. You should always exercise responsibility, due diligence and care when deciding whether to have any interaction with any Provider. BrightEdge is not responsible for any damage or harm resulting from your interactions with Providers.
BrightEdge cannot and does not guarantee the accuracy, integrity, quality or appropriateness of any Content provided by any Provider. You acknowledge that BrightEdge simply acts as a passive conduit and an intermediary for businesses to connect with Providers. You understand that BrightEdge does not control, and is not responsible for any Content. You agree that you must evaluate and make your own judgment, and bear all risks associated with, the use of any Content. Your dealings with any Provider and any other terms, conditions, representations or warranties associated with such dealings, are between you and such Provider exclusively and do not involve BrightEdge. You should make whatever investigation or other resources that you deem necessary or appropriate before hiring or engaging Providers. BrightEdge is not required to and may not verify any feedback or information given to us by Users, nor does BrightEdge perform background checks on Providers.
Without limiting the foregoing, your correspondence or business dealings with third parties found on or through the use of the Services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. You agree that BrightEdge shall not be responsible or liable, directly or indirectly, for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the Services.
9. TERMINATION OF ACCESS
BrightEdge may terminate your privilege to use or access the Services immediately and without notice for any reason whatsoever. Upon such termination, you must immediately cease accessing or using the Services and agree not to access or make use of, or attempt to use, the Services. Furthermore, you acknowledge that BrightEdge reserves the right to take action -- technical, legal or otherwise -- to block, nullify or deny your ability to access the Services. You understand that BrightEdge may exercise this right in its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to BrightEdge.
All provisions of these Terms of Service which by their nature should survive termination shall survive the termination of your access to the Services, including, without limitation, provision regarding ownership, warranty disclaimers, indemnity, and limitations of liability.
10. TRADEMARKS AND COPYRIGHTS
BrightEdge and other Services graphics, logos, designs, page headers, button icons, scripts, and service names are the trademarks or trade dress of BrightEdge in the U.S. and/or other countries. These trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, keyword advertisements, or email addresses, or in connection with any product or service in any manner that is likely to cause confusion.
You should assume all materials made available on the Services are protected by copyright law. All materials, including but not limited to all text, graphics, logos, icons, images, audio and video clips, downloads, data compilations and software are the exclusive property of BrightEdge and/or its licensors and are protected by all United States and international copyright laws.
11. DELAYS AND ACCESSIBILITY
The Services may be subject to limitations, delays, failure, and other problems inherent in the use of the Internet and electronic communications. BrightEdge is not responsible for any delays, failures or other damage resulting from such problems.
12. WARRANTY DISCLAIMERS
YOU ACKNOWLEDGE THAT BRIGHTEDGE HAS NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING THE CONDUCT OF ANY USER OR ANY CONTENT THEY PROVIDE. BRIGHTEDGE MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT, AND BRIGHTEDGE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN ANY CONTENT. BRIGHTEDGE MAKES NO GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE RELIABILITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THAT INFORMATION AND ASSUMES NO RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS THEREIN.
YOU ACCESS AND USE THE SERVICES AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN 'AS IS, AS AVAILABLE' BASIS WITHOUT WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE SPECIFICALLY DISCLAIMED. NEITHER BRIGHTEDGE NOR ITS AFFILIATES, EMPLOYEES, AGENTS OR THIRD PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON OR IN CONNECTION WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOSS OR DAMAGE TO DATA, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ANY MATERIAL ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BRIGHTEDGE OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, BRIGHTEDGE'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
BRIGHTEDGE SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND BRIGHTEDGE HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
13. INDEMNITY
You agree to indemnify, defend and hold harmless BrightEdge, its officers, managers, owners, employees, agents, directors, successors, assigns, and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys' fees and court costs due to or arising from: (a) any violation of these Terms of Service by you; (b) the classification of BrightEdge as an employer or joint employer of any Provider; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; or (c) the information or Content provided by you to BrightEdge or any User or that you submit, transmit or otherwise make available through the Service, including, but not limited to the extent such information may infringe on the intellectual rights or other rights of a third party or otherwise be illegal or unlawful. BrightEdge will have sole control of the defense of any such damage or claim. BrightEdge reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of BrightEdge.
14. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT BRIGHTEDGE, ITS OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF BRIGHTEDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, "DAMAGES"), WITH RESPECT TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO: (A) THE USE OR INABILITY TO USE THE SERVICES; (B) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA, INFORMATION, OR CONTENT; (C) CONTENT YOU RECEIVE OR ACCESS FROM ANY PROVIDER; (D) STATEMENTS OR CONDUCT OF ANY PROVIDERSOR OTHER THIRD PARTY IN CONNECTION WITH OR THROUGH THE SITES AND SERVICES; (E) ANY OTHER MATTER RELATING TO THE SERVICES; (F) ANY BREACH OF THESE TERMS OF SERVICE BY BRIGHTEDGE OR THE FAILURE OF BRIGHTEDGE TO PROVIDE THE SERVICES UNDER THESE TERMS OF SERVICE OR (G) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY PROVIDERS(OR ANY OF THEIR REPRESENTATIVES OR AGENTS). TO THE EXTENT BRIGHTEDGE, ITS OFFICERS, EMPLOYEES AND AGENTS ARE FOUND LIABLE FOR ANY DIRECT DAMAGES RELATED TO THESE TERMS OF SERVICE OR THE USE OF THE SITE AND SERVICES, LIABILITY FOR DAMAGES SHALL NOT EXCEED $100 IN THE AGGREGATE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations or exclusions of liability or damages are not permitted. In such jurisdictions, some of the foregoing limitations and exclusions may not apply to you.
15. RELEASE
In addition to the recognition that BrightEdge is not a party to any contract between Users, you hereby release BrightEdge, our affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of any services provided to Customer by a Provider and requests for refunds based upon disputes.
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
16. NOTICE
By use of the Services, you consent to receive electronic communications from BrightEdge (via email or via a posting on the Site), and you agree that any such communications satisfy any legal requirement to make such communications in writing. You also agree that BrightEdge may communicate any notices to you under these Terms of Service, through electronic mail, regular mail or posting the notices on the Site and Services. All notices to BrightEdge will be provided by either sending: (i) an email to Legal@brightedge.com; or (ii) a letter, first class certified mail or nationally recognized courier service, to BrightEdge Technologies, Inc., 989 E. Hillsdale Blvd, Suite 300, Foster City, CA 94404 Attn: Legal.
17. ENTIRE AGREEMENT
These Terms of Service and other agreements, rules, and policies incorporated by reference to these Terms of Service including, without limitation, the Terms of Use and the Privacy Policy, constitutes the entire agreement between you and BrightEdge regarding the subject matter. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and BrightEdge regarding the subject matter contained in these Terms of Service. Additional terms and conditions may exist between you and third parties. You represent and warrant that those third party agreements do not interfere with your obligations and duties to BrightEdge under these Terms of Service.
18. GOVERNING LAW
These Terms of Service and the relationship between you and BrightEdge will be governed by the laws of the State of California, notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where you may be located or any other jurisdiction. You agree and consent to the exclusive jurisdiction of the state or federal courts located in San Mateo, California and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that BrightEdge may elect, in its sole discretion, to litigate the action in the county or state where any breach by you occurred or where you can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Services or these Terms of Service shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.
19. MISCELLANEOUS
If you breach any term of this Terms of Service or other agreement with BrightEdge, BrightEdge may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. BrightEdge's remedies are cumulative and not exclusive. Failure of BrightEdge to exercise any remedy or enforce any portion of the Terms of Service at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Terms of Service at any time thereafter. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms of Service shall otherwise remain in full force and effect and enforceable. This Terms of Service is not assignable, transferable or sublicensable by you except with BrightEdge's prior written consent. We may transfer, assign or delegate the Terms of Service and its rights and obligations without consent. Users of the Services are responsible for compliance with all applicable regulations and laws. No joint venture, partnership, employment or agency relationship exists between you and BrightEdge as a result of these Terms of Service or use of the Services.
20. CONTACTING US
If you have any comments or questions regarding these Terms of Service, or wish to report any violation of these Terms of Service, please contact us at BrightEdge Technologies, Inc., 989 E. Hillsdale Blvd, Suite 300, Foster City, CA 94404.
These Terms of Service were last modified on October 11, 2016.
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