Version 2026-08-30
Please read these Terms of Service ("Terms") carefully. They are an agreement between you and Brief Productivity Solutions, Inc. ("Brief," "we," "us," or "our"). By accessing or using the Brief website at trybrief.ai (the "Site") or any Brief product, platform, application, or service (collectively with the Site, the "Service"), you agree to be bound by these Terms. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and references to "you" or "your" mean that entity.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SITE OR THE SERVICE.
ABOUT BRIEF
Brief is the Executive Intelligence platform. It connects to the work systems executives already use, including email, calendars, meetings, documents, and chat, and continuously maintains the World Model of Work, a model of their decisions, commitments, and goals that owns whether the work carries through.ELIGIBILITY AND ACCOUNTS
2.1 Eligibility You must be at least 18 years of age and capable of forming a binding contract to use the Service. By using the Service, you represent and warrant that you meet these requirements.
2.2 Early Access Program; Invitation-Only Access The Service is currently operated as an invitation-only Early Access Program. Individuals and organizations participating in the Early Access Program are referred to herein as "Early Access Program Participants." To become an Early Access Program Participant, you must have received a valid written invitation issued directly by Brief.
You may not share, transfer, or publish your Early Access Program invitation. Brief reserves the right to accept or decline any access request in its sole discretion, to revoke any invitation at any time, and to expand or limit the Early Access Program at any time without notice. Accessing or attempting to access the Service without a valid Early Access Program invitation is a material violation of these Terms.2.3 Account Registration
Certain features of the Service require you to create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information up to date. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.
2.4 Authorized Users
If you are an organization, you may permit employees and contractors ("Authorized Users") to access the Service under your account, subject to these Terms and only to the extent such access is consistent with your Early Access Program invitation. You are fully responsible for the acts and omissions of all Authorized Users. You agree to ensure each Authorized User is aware of and complies with these Terms.
2.5 Account Security
You agree to notify Brief immediately of any unauthorized access to or use of your account at contact@trybrief.ai. Brief is not liable for any loss arising from unauthorized access to your account resulting from your failure to safeguard your credentials.
2.6 Signed Agreements Control
If you, or an organization on whose behalf you access the Service, have entered into a separate written agreement with Brief, signed by both parties, that governs use of the Service, such as a Design Partner Subscription Agreement, a Master Subscription Agreement, or an Order Form (a "Signed Agreement"), then that Signed Agreement governs your and that organization's use of the Service and controls over these Terms to the extent of any conflict. In that case, you access the Service as an Authorized User under, and subject to, the Signed Agreement, and these Terms apply only to the extent they are not superseded or modified by it. A Signed Agreement does not remove the requirement that you assent to these Terms and to the Privacy Policy, and the Privacy Policy continues to apply except as a Signed Agreement, including an executed Data Processing Addendum, expressly provides otherwise.
THE SERVICE
3.1 License to Use
Subject to your compliance with these Terms, Brief grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business purposes during the Term.
3.2 Early Access Program Service
THE SERVICE AS A WHOLE IS CURRENTLY PROVIDED EXCLUSIVELY THROUGH THE EARLY ACCESS PROGRAM IN A PRE-COMMERCIAL, PRE-RELEASE STATE. FEATURES MAY BE INCOMPLETE, SUBJECT TO MATERIAL CHANGE, OR TEMPORARILY UNAVAILABLE AND BRIEF MAY MODIFY, SUSPEND, EXPAND, OR DISCONTINUE THE EARLY ACCESS PROGRAM OR ANY FEATURE AT ANY TIME WITHOUT NOTICE AND WITHOUT LIABILITY. BRIEF DOES NOT COMMIT TO ANY SPECIFIC LEVEL OF AVAILABILITY, UPTIME, OR SUPPORT DURING THE EARLY ACCESS PROGRAM. SPECIFIC FEATURES OR COMPONENTS MAY BE ADDITIONALLY DESIGNATED AS "PREVIEW" OR "EARLY ACCESS" AND ARE SUBJECT TO THESE SAME LIMITATIONS. BRIEF INTENDS TO TRANSITION THE SERVICE TO GENERAL COMMERCIAL AVAILABILITY AT A FUTURE DATE TO BE DETERMINED. PARTICIPATION IN THE EARLY ACCESS PROGRAM DOES NOT GUARANTEE ACCESS TO ANY FUTURE COMMERCIAL VERSION OF THE SERVICE OR ANY PARTICULAR PRICING, FEATURES, OR TERMS THAT MAY APPLY AT GENERAL AVAILABILITY.
3.3 AI-Powered Features and Autonomous Actions
The Service includes AI-powered features that may generate content, draft communications, and execute multi-step automated workflows on your behalf ("AI Features"). You acknowledge and agree that:
(a) You are solely responsible for all content generated, sent, or acted upon through AI Features under your account, including communications sent to third parties, regardless of whether you personally reviewed such content before it was transmitted;
(b) AI-generated outputs, including drafted emails, briefings, summaries, and automated actions, are provided as productivity assistance only. They are not guaranteed to be accurate, complete, or appropriate for the context in which they are used;
(c) Enabling automated or autonomous agent workflows constitutes your direction and authorization for the actions those workflows take. You direct Brief to execute such workflows on your behalf, and all actions taken by such workflows are deemed taken by you. Brief is not independently liable for the consequences of actions you have authorized;
(d) The Service provides productivity assistance only and is not a substitute for professional legal, financial, medical, or other licensed advice. AI-generated outputs should not be relied upon as the sole basis for any decisions; and
(e) You are responsible for reviewing AI-generated content for accuracy, appropriateness, and compliance with your own legal obligations before relying on or distributing it.
3.4 Ownership of AI-Generated Output
AI-generated outputs produced by the Service are provided to you for your use. You retain ownership of outputs to the extent they incorporate your original content or authorship.
3.5 Meeting and Call Recording Consent
The Service may ingest, process, and store transcripts and summaries of meetings and calls you participate in or host ("Meeting Records"). Many jurisdictions require the consent of all parties to a communication before it may be recorded or monitored. You acknowledge and agree that:
(a) Your Consent Obligation. You are solely responsible for obtaining all legally required consents from every participant on any call or meeting before enabling Brief's transcript ingestion or recording features for that call or meeting; and
(b) Notice Requirement. You must provide clear and appropriate notice to all meeting participants that the call is being recorded and that the recording or transcript will be processed by an AI system. Such notice must be provided in a manner and form sufficient to satisfy applicable law in the jurisdictions of all participants.
3.6 Third-Party Integrations
The Service may integrate with or connect to third-party platforms and services such as email providers, calendar applications, document management systems, and communication tools ("Third-Party Services"). With respect to Third-Party Services, you acknowledge and agree that:
(a) Your Compliance Responsibility. Your use of Brief's integrations with Third-Party Services must comply and does comply with your own agreements with those Third-Party Services, including without limitation the API terms, data use policies, and acceptable use policies of providers such as Microsoft, Google, Zoom, Slack, and any other platform you connect to the Service. By connecting a Third-Party Service to Brief, you represent that doing so does not violate your agreement with that platform; and
(b) Brief's API Access. Brief's ability to access and integrate with Third-Party Services depends on those platforms' API policies, which are outside Brief's control. Such access may be modified, restricted, or revoked by the platform at any time and without notice to Brief or you. Brief is not responsible for any interruption to the Service caused by a platform's modification or revocation of API access; and
(c) You authorize Brief to access any applicable Third-Party Service that you select to use via the functionality of the Service. Brief is not responsible for the availability, accuracy, security, or practices of any Third-Party Service.
ACCEPTABLE USE AND RESTRICTIONS
4.1 Acceptable Use
You agree to use the Service only for lawful purposes and in compliance with all applicable laws and regulations. You are responsible for all content and data you submit to or generate within the Service.
4.2 Prohibited Conduct
You shall not, and shall not permit any Authorized User or third party to:
(a) copy, modify, adapt, or create derivative works of the Service or any component thereof;
(b) reverse engineer, decompile, disassemble, or attempt to derive source code from the Service;
(c) sublicense, resell, rent, lease, or otherwise provide access to the Service to any third party, except Authorized Users as expressly permitted herein;
(d) use the Service to develop a competing product or service, or benchmark the Service for publication without Brief's prior written consent;
(e) use the Service to transmit harmful, unlawful, defamatory, fraudulent, infringing, abusive, harassing, threatening, obscene, or otherwise objectionable content;
(f) use the Service to send commercial electronic messages in violation of these terms or applicable laws;
(g) attempt to gain unauthorized access to any system, network, data, or account connected to the Service;
(h) introduce viruses, malware, ransomware, or other harmful or disruptive code into the Service;
(i) use automated means to scrape, crawl, mine, or extract data from the Service or Site without Brief's prior written consent;
(j) impersonate any person or entity, or misrepresent your affiliation with any person or entity, when using the Service;
(k) use the Service in any manner that could damage, disable, overburden, or impair Brief's infrastructure or interfere with any other party's use of the Service;
(l) use the Service to process or store data in violation of any applicable law, regulation, or third-party right, including privacy laws;
(m) use AI Features to generate content intended to deceive, defraud, or mislead recipients or third parties;
(n) use the Service to facilitate illegal discrimination, harassment, or violation of any person's civil rights; or
(o) remove, alter, or obscure any proprietary notices in or on the Service or Site.
4.3 Enforcement Brief reserves the right to investigate any suspected violation of this Section 4 and to suspend or permanently terminate access to the Service for any account that Brief, in its reasonable discretion, determines has violated these Terms. Brief may also report violations to applicable law enforcement authorities.
YOUR CONTENT AND DATA
5.1 Ownership of Customer Data
As between the parties, you retain all right, title, and interest in and to data, content, and information you or your Authorized Users submit to or generate within the Service ("Customer Data"). You hereby grant Brief a limited, worldwide, non-exclusive license to host, store, reproduce, process, transmit, modify (for example, to format, index, or generate derived analyses), and display Customer Data back to you and your Authorized Users, in each case solely as necessary to provide and maintain the Service. This license does not permit Brief to distribute, publicly perform, or publicly display Customer Data.
5.2 Your Responsibilities for Customer Data
You represent and warrant that:
(a) you have all rights, permissions, and consents necessary to provide Customer Data to Brief;
(b) Customer Data does not infringe any third-party intellectual property, privacy, or other rights; and
(c) your submission and use of Customer Data complies with all applicable laws and regulations, including your own privacy obligations to individuals whose data may be included in Customer Data.
5.3 Derived Data
In the course of providing the Service, Brief may generate data, insights, analyses, and inferences derived from processing Customer Data, including without limitation relationship maps, communication profiles, behavioral patterns, engagement scores, and contextual summaries ("Derived Data"). Derived Data consists of structured objects, relationships, and inferences — for example, that a decision was made, that a commitment is owed, or that two people work together — and not verbatim copies of your communications. Derived Data is subject to the same access controls and encryption-at-rest protections that apply to Customer Data, as described in Section 5.7. The following terms govern Derived Data:
(a) Ownership. Derived Data is owned by Brief. Derived Data does not constitute Customer Data, even though it is generated from Customer Data, because it reflects Brief's proprietary analytical methods and model outputs rather than information you submitted.
(b) Use. Brief may use Derived Data to operate, maintain, and improve the Service for you, and, to the extent Brief creates aggregated and de-identified data as described in Section 5.4, to generate aggregated and de-identified insights. Brief does not sell, rent, or disclose Derived Data, and does not use Derived Data in a form that identifies you or your organization to provide services to any third party or competitor.
(c) Termination. Following account termination, Brief may retain Derived Data only to the extent it has been aggregated or de-identified as described in Section 5.4, or as required by law.
(d) Confidential treatment. To the extent Derived Data incorporates or is traceable to your Confidential Information, Brief treats that Derived Data as your Confidential Information under Section 8, uses it solely to provide the Service to you, and does not independently exploit it. This Section 5.3(d) does not apply to aggregated or de-identified data described in Section 5.4.
5.4 Aggregated and De-identified Data
Brief may, now or in the future, create aggregated and de-identified data derived from use of the Service and use it for product development, analytics, benchmarking, and service improvement, including to develop and improve Brief's models. Brief will aggregate or de-identify such data — so that it no longer identifies, and cannot reasonably be used to identify, any individual — before using it for these purposes, and does not attempt to re-identify it. Such aggregated or de-identified data is not personal data and is not Customer Data, and Brief's use of it under this Section 5.4 is not restricted by Section 5.5. Brief does not use aggregated or de-identified data in any form that discloses or reproduces the confidential facts of your business or of the individuals or organizations in your Customer Data, even where direct identifiers have been removed. Operational and product analytics used to run, secure, and improve the Service may rely on pseudonymous per-user identifiers and are governed by Brief's Privacy Policy; this is distinct from the aggregated and de-identified data described in this Section 5.4.
5.5 No Training of Foundation Models on Your Content
Brief does not use your Customer Data — including the text or contents of your emails, messages, documents, meetings, or files, or verbatim text derived from them — to train, fine-tune, or develop any model that is used to provide services to any other customer or third party, except to the extent you expressly opt in to an Optional Improvement Program under Section 5.6(b). The World Model of Work — Brief's per-account representation of your work, including the knowledge graph, embeddings, and derived profiles built from your content — is maintained solely for you, exists only to provide the Service to you, and is never used to serve any other customer. Brief builds nothing from your content that serves any other customer, and today trains or fine-tunes no machine-learning model on your content. When AI models process your content to provide the Service, Brief does not permit the provider to use your content to train its models: Brief's providers either prohibit such training in their terms or offer a training opt-out that Brief has exercised. A provider may retain your content for a limited period to operate, secure, and prevent abuse of its services, as described in its terms. The model providers and other sub-processors Brief uses are described in Brief's Privacy Policy and, for customers who execute one, in the Data Processing Addendum. If Brief improves its models or the Service in a way that draws on customer activity, it will first aggregate or de-identify that data so that it contains no personally identifiable information and does not reproduce the contents of your communications, except for Customer Data, outputs, and feedback signals you expressly opt in to provide under Section 5.6(b).
5.6 Feedback and Improvement Programs
(a) Product Feedback. We appreciate feedback, comments, ideas, proposals, and suggestions for improvements to the Service ("Feedback"). If you choose to submit Feedback, you agree that Brief may use it without restriction or compensation. This subsection covers general product suggestions and does not grant Brief any right to use the contents of your Customer Data.
(b) Optional Improvement Programs. Brief may offer optional programs you can choose to enable under which you provide quality or improvement signals — such as ratings, thumbs up or down, corrections, or flags on the Service's outputs — together with the associated outputs and the Customer Data to which they relate. These programs are strictly opt-in and off by default. If you opt in, you authorize Brief to use the signals and associated content you provide through the program to evaluate, test, and improve the Service and Brief's models, including models that serve other customers, and to have that content reviewed by designated Brief personnel or by automated evaluation systems (including AI models used to assess the quality of outputs), in each case only within the scope of the opt-in you accept. Content you provide through a program is handled in confidence under these Terms and the Privacy Policy and is not treated as unrestricted Feedback under Section 5.6(a). Data obtained through Google Workspace APIs is not used in these programs. You may withdraw at any time, and withdrawal applies to Brief's use going forward.
5.7 Encryption and Access Controls
Sensitive content you provide — including the bodies of your messages, your documents and meeting transcripts, and your task descriptions — is encrypted at the application layer with a key unique to your user account, so that access to Brief's database alone is not sufficient to read it. That per-account key is wrapped by a key held in Google Cloud's key-management service, separate from the database, which Brief's application services use to decrypt content only as needed to provide the Service. All Customer Data and Derived Data stored in Brief's primary database (Google Cloud AlloyDB) is additionally encrypted at rest under encryption keys that Brief controls.
Brief's standing production access is read-only and holds no key that can decrypt application-layer-encrypted content. A limited number of authorized personnel can obtain elevated access in narrow circumstances — to operate, repair, or secure the Service, to investigate security incidents or abuse, or to comply with law — under least-privilege controls. Absent your affirmative choice to disclose content to Brief, Brief does not review your Customer Data or Derived Data in identifiable form. You may choose to disclose your content to Brief — for example, by including it in a support request, or by opting in to an Optional Improvement Program under Section 5.6(b) under which designated Brief personnel or automated evaluation systems review your content to evaluate and improve the Service.
When you connect a communication channel or destination — such as email, mobile push, messaging, or voice — you direct Brief to transmit the content you choose to send through it to the provider that operates that channel, over encrypted (TLS) connections, so that it can be delivered; the providers Brief uses for this are described in Brief's Privacy Policy. This is delivery you initiate, not disclosure by Brief.
Your source systems remain the authoritative record for the source content you connect (such as your email, calendar, and documents). When you delete content at its source, Brief stops ingesting it and marks its stored copy for deletion; copies in derived form and in routine backups are removed on Brief's normal deletion and backup-rotation cycles.
5.8 Processor Role; Service-Provider Terms; Data Processing Addendum
With respect to Customer Data, Brief acts as a processor (and, under the CCPA, a service provider) that processes Customer Data on your behalf, in accordance with your instructions and these Terms, and holds Customer Data in confidence. Brief does not sell or share (as those terms are defined under the CCPA) Customer Data, and does not retain, use, or disclose Customer Data for any purpose other than providing the Service specified in these Terms or as otherwise permitted by the CCPA, including combining Customer Data with data from other sources only to perform a business purpose you have authorized (such as the contact-enrichment feature described in the Privacy Policy). Brief certifies that it understands and will comply with these restrictions. For customers who require one, Brief makes available a Data Processing Addendum that governs the processing of personal data, Brief's engagement of sub-processors, and Brief's security commitments, and that is incorporated into these Terms upon execution.
TERM AND TERMINATION
6.1 Term
These Terms are effective from the date you first access the Service or Site and continue until terminated as provided herein.
6.2 Termination by You
You may terminate your account at any time by contacting contact@trybrief.ai or using account settings within the Service, if available.
6.3 Termination by Brief
Brief may suspend or terminate your access to the Service for any reason in its discretion including for any material breach of these Terms or if Brief reasonably determines that continued access poses a security or integrity risk to the Service or other users.
6.4 Effect of Termination Upon termination:
(a) your access rights immediately cease;
(b) Customer Data retention and retrieval rights are governed by these Terms; and
(c) the Sections that by their nature survive termination shall survive such termination.
INTELLECTUAL PROPERTY
7.1 Brief Ownership
As between the parties, Brief owns and retains all right, title, and interest in and to: (a) the Service, Site, and all underlying technology, software, algorithms, models, interfaces, and documentation; (b) all improvements, enhancements, or modifications thereto, including those informed by Feedback; (c) all Derived Data; and (d) all intellectual property rights in any of the above. Nothing in these Terms transfers ownership of the Service, Site, or Derived Data to you.
7.2 Brief Trademarks
"Brief," "Brief Productivity Solutions," "trybrief.ai," and associated logos and marks are trademarks of Brief Productivity Solutions, Inc. You may not use Brief's trademarks without Brief's prior written consent.
7.3 Site Content
All content on the Site, including text, graphics, logos, images, and software, is owned by or licensed to Brief and protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works from Site content without Brief's prior written consent.
7.4 No Implied Licenses
Except as expressly set forth herein, no license or right is granted to either party under any patent, copyright, trade secret, trademark, or other intellectual property right of the other party.
7.5 Copyright Policy
Brief respects copyright law and expects its users to do the same. It is Brief's policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Brief's Copyright Policy for further information.
CONFIDENTIALITY
8.1 Definition
"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Brief's Confidential Information includes the Service, its underlying technology, product roadmaps, pricing, and non-public business information. Your Confidential Information comprises Customer Data.
8.2 Obligations
Each Receiving Party agrees to:
(a) hold Confidential Information in strict confidence; (b) use it only to exercise rights or fulfill obligations under these Terms; and (c) disclose it only to those with a need to know who are bound by equivalent confidentiality obligations.
8.3 Exceptions
Confidentiality obligations do not apply to information that: (a) becomes publicly available through no breach of these Terms; (b) was rightfully known to the Receiving Party without restriction before disclosure; or (c) is independently developed without use of Confidential Information.
DISCLAIMERS THE SERVICE AND SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BRIEF EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BRIEF DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF BUGS OR HARMFUL COMPONENTS. BRIEF DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR APPROPRIATENESS OF ANY AI-GENERATED OUTPUT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BRIEF SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
LIMITATION OF LIABILITY
10.1 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR DAMAGES ARISING FROM RELIANCE ON AI-GENERATED CONTENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BRIEF'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE — INCLUDING ALL CLAIMS UNDER ANY THEORY OF LIABILITY, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO BRIEF IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS (USD $100.00). THIS IS A SINGLE SHARED CAP THAT APPLIES IN THE AGGREGATE ACROSS ALL CLAIMS, NOT A SEPARATE LIMIT PER CLAIM TYPE.
Exception for confidentiality and data security. The limitation in this Section 10.2 does not apply to Brief's breach of its confidentiality obligations (Section 8) or its data-security obligations under these Terms or any applicable Data Processing Addendum. For such claims, Brief's aggregate liability shall not exceed the greater of (i) US $1,000,000 or (ii) the total fees paid by you to Brief in the twelve (12) months preceding the claim.
10.3 Essential Basis
THE PARTIES ACKNOWLEDGE THAT THE LIABILITY LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
INDEMNIFICATION
You agree to defend, indemnify, and hold harmless Brief and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
(a) your or any Authorized User's use of the Service in violation of these Terms;
(b) any claim that Customer Data you submit infringes or misappropriates a third party's intellectual property or privacy rights; or
(c) any third-party claim arising from content generated, sent, or acted upon through AI Features under your account.
Brief Indemnification. Brief will defend, indemnify, and hold you harmless from and against third-party claims to the extent arising from Brief's breach of its data-security obligations under these Terms or an applicable Data Processing Addendum, subject to the limitations in Section 10 (including the exception in Section 10.2).
DISPUTE RESOLUTION AND ARBITRATION
12.1 Governing Law and Venue
These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. For any dispute not subject to arbitration under Section 12, each party consents to the exclusive jurisdiction of the state or federal courts located in California.
12.2 Mandatory Arbitration of Disputes
We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Service (collectively, "Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Brief agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Brief are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
Exceptions. As limited exceptions described herein: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won't seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration, we'll pay all of our attorneys' fees and costs and won't seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.
Injunctive and Declaratory Relief. Except as provided herein, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
Class Action Waiver. YOU AND BRIEF AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Severability. With the exception of the class action waiver of these Terms, if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
GENERAL PROVISIONS
13.1 Reservation of Rights
Brief and its licensors exclusively own all right, title and interest in and to the Service, including all associated intellectual property rights. You acknowledge that the Service are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.
13.2 Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between Brief and you regarding the Service, and these Terms supersede and replace all prior oral or written understandings or agreements between Brief and you regarding the Service, except that a Signed Agreement described in Section 2.6 governs and controls over these Terms as provided in that Section. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Brief's prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Brief may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
13.3 Notices
Any notices or other communications provided by Brief under these Terms will be given: (i) via email; or (ii) by posting to the Service. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
13.4 Waiver of Rights
Brief's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Brief. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Contact Information. If you have any questions about these Terms or the Service, please contact Brief at contact@trybrief.ai, or by mail at Brief Productivity Solutions, Inc., 4546 El Camino Real, Ste B10 PMB 641, Los Altos, CA 94022, United States, or by phone at +1.650.370.0166.