Brght Terms of Service
Last updated June 2022. No previous Terms of Service.
1. INFORMATION ABOUT US
Brght.org (“Site”) is a website operated by Assessly BV.
(“Brght”, “we”, “our” or “us”), a
company registered in the Netherlands under KVK number 76121224 whose registered address
is at Damrak 375, 1012 ZJ, Amsterdam, The Netherlands..
These terms of service (“Terms of Service”), together with
the documents referred to herein, set out the terms upon which you may use our Service
(as defined below), and form a legally binding contract between you and Brght. If you
have any questions relating to the Terms of Service please contact us
at [email protected]
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SERVICE. BY
ACCESSING, BROWSING OR OTHERWISE USING THE SITE OR THE SERVICE: (A) YOU ACKNOWLEDGE THAT
YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE WHETHER ON
YOUR OWN BEHALF (WHERE YOU ARE ACTING AS AN INDIVIDUAL) OR ON BEHALF OF THE COMPANY,
BUSINESS OR ORGANIZATION YOU REPRESENT; AND (b) YOU ACKNOWLEDGE THAT YOU HAVE READ,
UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO FOLLOW AND
BE BOUND BY THESE TERMS OF SERVICE, YOU MAY NOT ACCESS, BROWSE OR OTHERWISE USE THE SITE
OR THE SERVICE.
2. DEFINITIONS
“Account” means an account
with us for use of our Service that is specific to you and can be protected by a
password.
“Account Holder” means the
organization or individual(s) named as the client on the Sign-up Form
“Agreement” means the
agreement between Brght and you comprised of these Terms of Service and the other
documents referred to in these Terms of Service.
“Candidate” means a person who
accesses the Service to take a Test Session.
“Content” means all
text, information, material, data, software, applications, database content, executable
codes, images, audio or video material, including the metadata relating to any such
content, in whatever medium or form provided by us or by you in relation to the
Site.
“Initial Term” means the
initial term of the Agreement set out in the Sign-up Form.
“Paid Plan” means the paid
Service you subscribe for by submitting your details and making payment via the Site or
by completing and signing the Sign-up Form (or both).
“Policies” means the following
documents displayed on the Site: Privacy Policy (“Privacy Policy”), Cookie
Policy (“Cookie Policy”), Data Processing Agreement (“Data Processing
Agreement”).
“Service” means the
intelligence test taking service made available by accessing the Site.
“Sign-up Form” means the
sign-up form you complete when subscribing to the Site.
“Task(s)” means an exercises
in the Test created by Brght.
“Test” means a set of
tasks selected by Brghgt for the Candidate.
“Test Session” means an
attempt made by a Candidate to solve a Test.
“You” means an Account Holder,
their employees, agents or anyone authorized by us to use the Service.
3. MODIFICATIONS; OTHER AGREEMENTS; GRANT OF LICENSE
- We may make modifications, deletions and/or
additions to these Terms of Service (“Changes”) at any time. Changes
will be effective: (i) thirty (30) days after we provide notice of the Changes,
whether such notice is provided through the Service user interface, is sent to
the e-mail address associated with your account or otherwise; or (ii) when you
opt-in or otherwise expressly agree to the Changes or a version of this
Agreement incorporating the Changes, whichever comes first.
- Our Privacy Policy, found
at https://brght.org/privacy-policy/, is hereby incorporated into these
Terms of Service. Please read this notice carefully for details relating to the
collection, use, and disclosure of your personal information.
- Our Cookie Policy, found
at https://brght.org/cookie-policy/, is hereby incorporated into these
Terms of Service. Please read this notice carefully for details relating to the
use of cookies on the Site.
- Our Data Processing Agreement, found
at https://brght.org/data-processing-agreement/, is hereby incorporated
into these Terms of Service. The Data Processing Agreement sets forth the rights
and obligations of the parties with respect to the processing of personal data
from the European Union. To the extent that Brght processes any personal
information that is subject to the General Data Protection Regulation on your
behalf in the provision of the Service hereunder, the terms of the Data
Processing Agreement, which are hereby incorporated by reference, shall
apply.
- When using the Service, you will be subject to any
additional posted guidelines or rules applicable to specific services, offers
and features which may be posted from time to time (the
“Guidelines”). All such Guidelines are hereby incorporated by
reference into these Terms of Service.
- During the Term, subject to these Terms of Service
and your payment of all applicable Fees, we grant:
- Account Holders a personal, non-exclusive, limited,
revocable license to use the Service and the features specified in the Plan to
create Tests and make Test Sessions available to their Candidates; and
- Candidates a personal, non-exclusive, limited,
revocable license to access the Service to take a Test Session.
4. THE SERVICE
- We make every effort to keep the Service up and
running smoothly, but at times the Service may be interrupted or temporarily
unavailable due to issues beyond our control. We will not be liable to you if
for any reason the Service is unavailable and we may suspend, withdraw,
discontinue or change the Service without notice. We reserve the right to
disable (some or all of) the functionalities of the Service for any Account at
any time, without notice, without liability to you or to any third
parties.
- Though we strive to provide a fair and accurate
Service, the Service is provided “AS-IS” and we give no
representations, warranties, guarantees, whether express or implied, conditions
or other terms in respect of the Service, its accuracy, completeness or its
continuity and these are excluded from the Agreement to the fullest extent
permitted by law. The Service is not intended to amount to advice on which you
should rely and you use the Service at your own risk. You acknowledge that
testing is a statistical process with inherent randomness and that the result of
a particular Test Session may not accurately reflect the reality.
- We will make commercially reasonable efforts to
notify you of any planned maintenance that might impact the availability of the
Service and we will inform Account Holders of their Test Sessions which have
been affected by an unexpected system downtime.
- If we discover a problem in one of our Tests that
may have affected the result of a Test Session, as our sole obligation in
relation thereto, we will inform Account Holders that took the affected Test
Session(s) up to 1 month prior to the discovery of the problem.
5. TERMINATION
- Termination of this Agreement (however caused) shall
be without prejudice to any rights or liabilities accrued up through the date of
termination and shall not affect the continuation after termination of any
provision expressly stated or implicitly surviving termination.
- In our sole discretion, we may: terminate this
Agreement; temporarily or permanently withdraw any rights you have to use the
Service; issue a notice; and/or take legal action at our sole discretion, or if
you:
- are in material or persistent breach of this
Agreement and (if the breach is capable of remedy) fail to remedy such breach
within 30 days of a notice requiring you to remedy that breach;
- are in breach of any applicable law, rule or
regulation.
- On termination of this Agreement for any reason all
licenses granted by us under these Terms of Service shall immediately terminate
and your right to access and use the Service will end.
6. ACCOUNT SECURITY
You are responsible for safeguarding any password given to you to access
the Service and you must prevent any unauthorized use of these details. You agree not to
disclose your password to any other person. If you believe an unauthorized person has
access to the Service, you must notify us as soon as possible by e-mail
to [email protected] You are responsible for all activities occurring under your
Account.
7. RESTRICTIONS
- You must not sell, transfer or sub-license your
access to the Service. You will not, and will not allow anyone else to:
- use the Service for any purpose that is unlawful or
prohibited by these Terms of Service;
- attempt to copy, modify, duplicate, create
derivative works from, frame, mirror, republish, download, display, transmit or
distribute all or any portion of the Service, as applicable, in any form of
media or by any means;
- use any robot, spider, site search or retrieval
application, or any other device to copy, retrieve, archive or index any portion
of the Site that requires authentication or is disabled by specification given
in https://brght.org/robots.txt;
- attempt to reverse compile, disassemble, reverse
engineer or otherwise reduce to human-perceivable form all or any part of the
Service;
- access all or any part of the Service in order to
build a product or service which competes with our Service or use or attempt to
use the Service to directly compete with us (including by reselling access to
the Service);
- use the Service in any manner that in our sole
discretion could damage, disable, overburden, or impair it or interfere with any
other party’s use of the Service;
- intentionally interfere with or damage the operation
of the Service or any other user’s enjoyment of the Service, by any means,
including uploading or otherwise disseminating viruses, worms, or other
malicious code;
- remove, circumvent, disable, damage or otherwise
interfere with any security-related features of the Service, features that
prevent or restrict the use or copying of any content accessible through the
Service, or features that enforce limitations on the use of the Service;
- attempt to gain unauthorized access to the Service,
or any part of the Service, other accounts, computer systems or networks
connected to the Service, or any part thereof, through hacking, password mining
or any other means or interfere or attempt to interfere with the proper working
of the Service or any activities conducted on the Service;
- obtain or attempt to obtain any materials or
information through any means not intentionally made available through the
Service;
- either modify the Service in any manner or form, or
use modified versions of the Service, including (without limitation) for the
purpose of obtaining unauthorized access to the Service; or
- deep-link to the Service, and: (a) you will promptly
remove any links that we find objectionable in our sole discretion; and (b) you
may not use any Brght logos, graphics, or trademarks as part of the link without
our express written consent.
8. YOUR RESPONSIBILITIES
- At all times while using the Service, you:
- must comply with all applicable laws, rules and
regulations in connection with your use of the Service and this Agreement,
including without limitation all employment laws;
- are responsible for any actions and omissions
relating to the use of the Service;
- must obtain and maintain all necessary licenses,
consents and permissions necessary for us to perform our obligations under the
Agreement (for example software licenses, data protection permissions);
- are responsible for procuring and maintaining your
network connections in order to access the Service and ensuring that your
network and systems* comply with the relevant specifications provided by us from
time to time.
9. LIMITATION OF LIABILITY
- THE SERVICE AND ANY THIRD-PARTY, MEDIA, SOFTWARE,
SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE
SERVICE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND
EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO
APPLICABLE LAW, BRGHT, AND ITS SUPPLIERS AND PARTNERS, DISCLAIM ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF
PROPRIETARY RIGHTS.
BRGHT, AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT THAT
THE FEATURES CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS
WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVERS THAT MAKE THE SERVICE AVAILABLE
ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU SHOULD USE YOUR OWN VIRUS
PROTECTION SOFTWARE.
BRGHT, AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT OR MAKE ANY
REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF
CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT BRGHT NOR ITS SUPPLIERS
AND PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION.
YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD, OR OTHERWISE OBTAIN MEDIA, MATERIAL, OR
OTHER DATA THROUGH THE USE OF THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT
RESULTS FROM SUCH MATERIAL OR DATA. CERTAIN LAWS IN YOUR JURISDICTION MAY NOT ALLOW
LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF
THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR
LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. 2. UNDER NO
CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL BRGHT OR ITS AFFILIATES,
CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE TO YOU
FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT
FROM YOUR USE OR THE INABILITY TO USE THE content, visual interfaces, information,
graphics, design, compilation, computer code, products, software, services, and all
other elements of the Service that are provided by BRGHT ON THE SERVICE, THE SERVICE
ITSELF, OR ANY OTHER INTERACTIONS WITH BRGHT, EVEN IF BRGHT OR A BRGHT AUTHORIZED
REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY
NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES,
BRGHT’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
IN NO EVENT SHALL BRGHT OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES,
AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL
DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR
USE OF THE SITE (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) EXCEED THE FEES
ACTUALLY PAID BY YOU TO BRGHT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENTS
GIVING RISE TO THE APPLICABLE CLAIM.
THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY
REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED TO YOU BY THIRD PARTIES OTHER THAN
BRGHT AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED BY YOU
THROUGH ANY LINKS PROVIDED ON THE SERVICE.
10. Indemnification
- The Account Holder shall indemnify, defend and hold
Brght and its affiliated companies, suppliers, partners, agents and contractors
harmless from and against any and all losses, damages, claims, liabilities or
expenses (including reasonable lawyer’s fees and disbursements) arising
out of a claim brought by a third party relating to: (i) Account Holder’s
use of the Service (except to the extent caused by our gross negligence or
willful misconduct) including, without limitation, any employment decisions,
financial business, and commercial judgements, and acts or omissions made based
on use of the Service; (ii) any breach of these Terms of Service or any
representations, warranties or covenants herein; (iii) any violation of any
applicable law, rule or regulation by Account Holder or its personnel in
connection with the Service, including without limitation any violation of any
employment laws; and (iv) the infringement of any third party intellectual
proprietary right in connection with your use of the Service, except to the
extent such infringement arises from our Content as used in compliance with
these Terms of Service and all applicable Brght materials and documentation
related to the Service. We reserve the right, at our own expense, to assume the
exclusive defense and control of any matter for which you are required to
indemnify us and you agree to cooperate with our defense of these claims.
11. INTELLECTUAL PROPERTY RIGHTS
- We are the owner or licensee of all intellectual
property rights (“IP Rights”) in the Service and the Site and any
material written or published on it, including but not limited to, as between
you and us, all Test results. All such rights are reserved, and no rights are
granted or transferred hereunder except to the extent expressly licensed under
these Terms of Service. As between the parties, each Candidate remains the owner
of all his/her Candidate data
12. DATA PRIVACY
- We will hold and process any data provided by you in
accordance with our Privacy Policy and Data Processing Agreement.
- The Account Holder is responsible at all times for
ensuring the accuracy and legality of any data or Content in the Service
relating to it or its users. You hereby represent and warrant that you have all
necessary rights in your Content to upload such Content to the Service and for
it to be used in all manners contemplated under the functionality of the
Service.
- We will not be liable for the deletion, correction,
alteration, destruction, damage, loss, disclosure or failure to store any of
your Content or any other data using the Service.
- The Account Holder must ensure that all relevant
parties have been informed of, and have consented to, any personal information
being held and processed by us in accordance with our Privacy Policy and Data
Processing Agreement on behalf of the Account Holder. The Account Holder must
notify us promptly if any information it has provided to us (including contact
information) changes. We may process any personal information entered on the
Service by you in accordance with our Privacy Policy and Data Processing
Agreement.
- We will forward any data subject access and other
requests to you.
- You may not use the Service for any illegal or
unauthorized purpose. You are solely responsible for your conduct and any data
that you deposit on the Site.
- We may disclose any data provided by you to law
enforcement authorities as we reasonably feel is necessary.
13. FEEDBACK AND PUBLICITY
- We welcome comments, suggestions, ideas, enhancement
requests, feedback, recommendations or other information provided by you or any
other party relating to the Service (“Feedback”) from you. You agree
to assign and hereby do assign to us all right, title and interest in and to
such Feedback and agree that we may freely utilize such Feedback without
compensation or attribution to you.
- You grant us the right to use your company name and
logo as a reference for marketing or promotional purposes on our website and in
other public or private communications with our existing or potential Account
Holders, subject to your standard trademark usage guidelines as provided to us
from time to time. We do not want to list Account Holders who do not want to be
listed, so you may send us an email to [email protected] stating that
your company does not wish to be used as a reference.
14. CONFIDENTIALITY
- Each Party agrees that all information that is
disclosed, whether disclosed verbally, in writing, in electronic form or by any
other means, by one party (“Discloser”) to the other Party (the
“Recipient”), shall be considered confidential information of the
Discloser (the “Information”). Brght’s Information shall
include, without limitation, any Task and statements and information on the Site
(including Test Sessions and Test Session results). Recipient hereby agrees not
to use the Information except for the purpose of performing its obligations and
exercising its rights under these Terms of Service. Recipient agrees that it
shall take all reasonable measures to protect the secrecy of and avoid
disclosure and unauthorized use of the Information of the Discloser. Without
limiting the foregoing, Recipient shall implement at least those protections for
Information of the Discloser that Recipient takes to protect its own
confidential information. Recipient agrees not to disclose any Information of
Discloser to third parties or to employees of Recipient, except that Recipient
may allow access to the Information of Discloser to those of its consultants,
service providers, advisors, employees or other authorized representatives who
are required to have the Information of Discloser to perform Recipient’s
obligations under these Terms of Service, provided, however, that such
consultants, service providers, advisors, employees or other authorized
representatives have signed or are otherwise subject to an agreement imposing
upon such person restrictions on use and disclosure of the Discloser’s
Information that are at least as restrictive as those in these Terms of Service,
prior to any disclosure of Discloser’s Information to such person.
Recipient shall not reverse engineer, disassemble, decompile, or determine the
composition of any prototypes, software or other tangible objects that embody
any Information of Discloser and that are provided to Recipient hereunder.
Recipient shall not make any copies of Information of Discloser unless the same
are previously approved in writing by Discloser. The foregoing restrictions
shall not apply to Information of Discloser that Recipient can establish: (i)
was publicly known or made generally available in the public domain prior to the
time of disclosure to Recipient by Discloser; (ii) becomes publicly known or
made generally available after disclosure to Recipient by Discloser through no
action or inaction of Recipient; (iii) is in the possession of Recipient,
without confidentiality restrictions, at the time of disclosure by Discloser as
shown by Recipient’s files and records immediately prior to the time of
disclosure; or (iv) is obtained by the Recipient from a third party without a
breach of any obligations of confidentiality and not under confidentiality
obligations. Notwithstanding the foregoing, the Recipient may disclose the
Information of the Discloser to the extent required by an applicable court order
or by law; provided, however, that the Recipient that is so required to disclose
the Information of the Discloser shall, when possible, give the Discloser
reasonable advance notice of such disclosure and use reasonable efforts to
secure confidential treatment of such Information (whether through protective
order or otherwise).
15. MISCELLANEOUS
- You must give all notices under these Terms of
Service to us at [email protected] We may give notice to you at an e-mail
or postal address you provide to us, by posting a notice on the Site, or in any
other way we deem appropriate. You agree that all agreements, notices,
disclosures, and other communications that we provide to you electronically
satisfy any legal requirement that such communications be in writing. Notice
will be deemed served and received immediately (i) when posted on the Service;
(ii) 24 hours after an e-mail is sent; or (iii) three days after posting a
letter.
- You may not (without our prior written consent)
transfer, assign or deal in any other way with this Agreement or your rights or
obligations under it. Any attempted assignment of this Agreement not in
compliance with this Section 18.2 will be null and void. The Agreement will
inure to the benefit of and be binding upon each party hereto, its successors
and permitted assigns, subsidiaries and affiliates. No assignment will relieve
either party of the performance of any accrued obligation that such party may
then have under these Terms of Service. Brght may freely assign this
Agreement.
- The failure of us to enforce any provision of these
Terms of Service shall not be deemed a waiver of such provision nor the right to
enforce such provision. Furthermore, any waiver of any provision of these Terms
of Service by any party will be effective only if in writing and signed by a
party.
- These Terms of Service are governed by and construed
in accordance with Dutch law without giving effect to conflict of laws
principles. Each party submits to the exclusive jurisdiction of the courts in
Amsterdam.
- If any provision of these Terms of Service shall be
unlawful, void, or for any reason unenforceable, then that provision shall be
deemed severable from these Terms of Service and shall not affect the validity
and enforceability of any remaining provisions.
- The heading references herein are for convenience
purposes only, do not constitute a part of these Terms of Service, and shall not
be deemed to limit or affect any of the provisions hereof.
- This is the entire agreement between us relating to
the subject matter herein and shall not be modified except in a writing, signed
by both parties, or by a change to Terms of Service made by Brght as set forth
in Section 3 above.
- YOU AND BRGHT AGREE THAT ANY CAUSE OF ACTION ARISING
OUT OF OR RELATED TO THESE TERMS OF SERVICE, THE SERVICE OR THE SITE MUST
COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH
CAUSE OF ACTION IS PERMANENTLY BARRED.