Brilliant offers a variety of software and platform services (“Platform Services”). Should you choose to utilize our Platform Services, these terms will apply in combination with our Terms of Service (“Terms”) and form part of the Agreement between you and Brilliant.
Our primary Platform Services include, but are not limited to, the following.
Preferred Gift: our gift sending platform.
Storefront: our ecommerce storefront platform.
Integrations and Automations: create connectivity and automated workflows between Brilliant and thousands of other software platforms.
API and Zapier Integration: enable client-built and managed connectivity and automation.
Custom Platform Applications: specific software build-outs for individual client use-cases.
Brilliant will use commercially reasonable efforts to provide Client access to any specified Platform Services. Brilliant will provide Client with reasonable technical support services in accordance with Brilliant’s standard practice.
In addition to any fees agreed upon for the Platform Services, Client shall be responsible for costs associated with any merchandise ordered by Client, Fulfillment Services charges and relevant fees for any other usage of the Brilliant platform and Services. Pricing is subject to change from time to time. Brilliant will provide written notice in advance of any pricing changes.
Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Brilliant or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, a subscription to any underlying software products required for integrations, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).
Client shall also be responsible for maintaining the security of the Equipment, Client accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client accounts or the Equipment with or without Client’s knowledge or consent.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Brilliant includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Client includes non-public data provided by Client to Brilliant to enable the provision of the Services (“Client Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Client shall own all right, title and interest in and to the Client Data. Brilliant shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Setup Services or support, and (c) all intellectual property rights related to any of the foregoing.
Notwithstanding anything to the contrary, Brilliant shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Client Data and data derived therefrom), and Brilliant will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Brilliant offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Client will pay Brilliant the agreed-upon fees for the Platform Services (the “Fees”). If Client’s use of the Services exceeds the Service Capacity specified or otherwise requires the payment of additional fees, Client shall be billed for such usage and Client agrees to pay the additional fees in the manner provided herein. Brilliant reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior written notice to Client.
Unless otherwise specified, Platform Services will be provided for the duration of the Initial Service Term as specified above, and shall be continue for subsequent periods of the same duration as the Initial Service Term (each a "Term"), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
Brilliant shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Brilliant or by third-party providers, or because of other causes beyond Brilliant’s reasonable control, but Brilliant shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, BRILLIANT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND BRILLIANT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
