Terms of Use

1. Acceptance of Terms

1.1 Agreement to Terms

These Terms of Use ("Terms," "Terms of Use," or "Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and BrioDigital, a digital marketing agency with its principal place of business in the United States ("BrioDigital," "Company," "we," "us," or "our"), governing your access to and use of the VetComm Loaded CPL Calculator web-based application, including all associated features, functionalities, content, and services (collectively, the "Platform" or "Service").

BY ACCESSING, BROWSING, OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM.

1.2 Authority to Accept

By accepting these Terms, you represent and warrant that:

• You are at least eighteen (18) years of age;
• You have the legal capacity to enter into a binding agreement;
• If you are accepting these Terms on behalf of an organization, company, or other legal entity, you have the authority to bind such entity to these Terms, in which case "you" and "your" shall refer to such entity; and
• Your use of the Platform does not violate any applicable law, regulation, or obligation you may have to a third party.

1.3 Relationship to Other Agreements

These Terms of Use are supplementary to, and do not supersede, any Master Services Agreement, Statement of Work, or other written agreement between you (or your organization) and BrioDigital. In the event of a conflict between these Terms and any such separate written agreement, the terms of the separate written agreement shall control.

2. Definitions

For purposes of these Terms of Use, the following definitions shall apply:

• "Account" means the unique user account created by or for you to access and use the Platform.
• "Authorized Users" means employees, contractors, or agents of VetComm, BrioDigital, Mixed Media Ventures, or other affiliated organizations who have been granted access credentials to the Platform.
• "Confidential Information" means any non-public information disclosed by one party to another in connection with the use of the Platform, including but not limited to marketing data, campaign performance metrics, business strategies, customer information, and proprietary methodologies.
• "Data" means any information, content, or materials uploaded, entered, transmitted, or otherwise provided by Users through the Platform, including campaign metrics, financial data, and performance analytics.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and any other proprietary rights recognized under applicable law.
• "Loaded CPL" means the calculated true cost per lead that includes advertising spend, sales labor costs, marketing operations expenses, and technology stack allocations.
• "Platform" means the VetComm Loaded CPL Calculator web-based application and all associated features, tools, dashboards, and functionalities.
• "User Content" means any data, information, text, or other materials that Users submit, upload, or transmit through the Platform.

3. Platform Description

3.1 Platform Overview

The VetComm Loaded CPL Calculator is a secure, web-based analytics platform designed for internal marketing analytics, planning, and reporting. The Platform enables Authorized Users to (i) calculate and analyze the true "Loaded Cost Per Lead" ("Loaded CPL") across multiple digital advertising channels (including, for example, Meta (Facebook/Instagram), Google, TikTok, and other channels supported by the Platform), (ii) view performance in an Analytics Dashboard, (iii) model potential budget allocation scenarios using a Spend Simulator (as defined and disclaimed below), and (iv) generate and export reports through a Reports Module. The Platform is intended to provide marketing professionals and executives with a consolidated view of the complete cost of acquiring leads and related performance metrics based on User-entered Data.

3.2 Beta Status; Built on Spec; Active Development; As-Is Internal Evaluation

You acknowledge and agree that the Platform (including the Analytics Dashboard, Loaded CPL calculator, Spend Simulator, and Reports Module) is a beta product and was built on spec based on conversations and requirements discussions with the VetComm team. The Platform is currently in active development and is provided "as-is" and "as available" for internal testing, evaluation, and feedback purposes. The Platform may contain bugs, errors, inaccuracies, incomplete features, and/or evolving logic. Features and functionality may change materially, be removed, or be discontinued at any time. BrioDigital and VetComm have no obligation to provide any particular feature set, maintain backwards compatibility, or continue offering the beta.

3.3 Core Features

The Platform provides the following core functionalities:

• Analytics Dashboard: A role-based dashboard that displays user-entered marketing and performance metrics (including, but not limited to, spend, leads, CPL, revenue, and derived KPIs) in a visual, interactive format;
• Spend Simulator: A scenario-planning tool that allows Users to model hypothetical changes in spend and view projected outcomes based on a power-law diminishing-returns model (see Section 12.4 for important disclaimers);
• Reports Module: The ability to generate, view, and export reports (including CSV export and presentation-ready charts) summarizing Platform data and analytics;
• Multi-Channel Tracking: Performance tracking across TikTok, Meta (Facebook/Instagram), Google Ads, Bing Ads, Connected TV (CTV), and Programmatic Display;
• Time-Series Data Entry: Support for daily, weekly, monthly, quarterly, or yearly data entry for campaign performance;
• Loaded CPL Calculations: Computation of true cost per lead including overhead allocations beyond raw advertising spend;
• Scenario Comparison: Side-by-side comparison of up to three (3) marketing campaigns or scenarios;
• Attribution Dashboard: Visual breakdown of leads, spend, and performance by marketing channel with date range filtering capabilities;
• Data Visualization: Interactive charts including bar, line, pie, and donut formats suitable for executive presentations; and
• CSV Export: Export functionality for calculated results for external reporting purposes.

3.3 Intended Users

The Platform is designed for use by marketing professionals, media buyers, and agency personnel at VetComm and affiliated organizations, including BrioDigital and Mixed Media Ventures. Access to the Platform is restricted to Authorized Users only.

3.4 Service Modifications

BrioDigital reserves the right, at its sole discretion, to modify, update, enhance, or discontinue any aspect of the Platform at any time, with or without notice.

4. Account Registration and Security

4.1 Account Creation

Access to the Platform requires registration and authentication. To create an Account, you must provide accurate, current, and complete information as prompted by the registration process and maintain and promptly update such information.

4.2 Account Security

You are solely responsible for:

• Maintaining the confidentiality of your Account credentials, including your username and password;
• All activities that occur under your Account, whether or not authorized by you;
• Notifying BrioDigital immediately upon becoming aware of any unauthorized access to or use of your Account; and
• Ensuring that you log out of your Account at the end of each session, particularly when accessing the Platform from shared or public devices.

4.3 Password Requirements

The Platform employs secure password hashing protocols. You agree to:

• Create a strong, unique password that meets the Platform's security requirements;
• Not share your password with any third party;
• Not use the same password for the Platform that you use for other online services; and
• Comply with any forced password change requirements implemented by the Platform for security purposes.

4.4 Role-Based Access; User Roles and Responsibilities

The Platform utilizes role-based access controls. Your access rights and capabilities within the Platform will be determined by your assigned user role, as configured by VetComm and/or BrioDigital. You agree not to attempt to circumvent, disable, or otherwise interfere with the Platform's access control mechanisms.

For clarity, the Platform may include the following user roles:

• Super Admin. Responsible for top-level administrative control, including managing organization-level settings; creating, inviting, disabling, and removing Accounts; assigning and changing user roles; configuring access permissions; and overseeing system-wide configurations and governance.
• Admin. Responsible for operational administration within the organization, which may include inviting and managing Users (as permitted), configuring certain settings, managing Data entry standards, maintaining channel and reporting configurations, and supporting internal Users. Admins must follow Super Admin policies and may have fewer permissions than Super Admins.
• Executive. Responsible for reviewing Analytics Dashboard outputs, reports, and high-level metrics for planning and decision-making. Executives may have read-only or limited-write access and may be restricted from administrative functions.
• User. Responsible for entering, updating, and maintaining Data within the Platform (including spend, leads, and sales/revenue inputs as applicable), running analyses, and generating reports within the permissions granted. Users must follow internal data-entry and governance procedures established by VetComm and/or BrioDigital.

The precise permissions for each role may vary and may be updated from time to time as the Platform evolves.

4.5 Account Suspension and Termination

BrioDigital reserves the right to suspend, disable, or terminate your Account at any time, with or without cause, and with or without notice, including but not limited to situations where:

• You have violated these Terms of Use;
• Your Account has been inactive for an extended period;
• We reasonably believe your Account has been compromised; or
• Continued use of your Account may cause harm to BrioDigital, other Users, or third parties.

5. User Responsibilities

5.1 General Responsibilities

As a User of the Platform, you agree to:

• Use the Platform only for its intended purposes as described in these Terms;
• Comply with all applicable federal, state, local, and international laws, regulations, and ordinances;
• Provide accurate, truthful, and complete information when using the Platform;
• Maintain the security and confidentiality of your Account credentials;
• Promptly notify BrioDigital immediately of any security breaches or unauthorized access; and
• Cooperate with BrioDigital in investigating any suspected violations of these Terms.

5.2 Data Accuracy; No Liability for Faulty Inputs (BrioDigital and Jack Brandt)

You acknowledge and agree that:

• The accuracy of the Platform's calculations, Analytics Dashboard, reports, any AI-generated narratives/summaries, and any projections depends entirely on the accuracy, completeness, and timeliness of the Data you (and/or other Users in your organization, including the VetComm team) manually input into the Platform, including (without limitation) spend, leads, sales, revenue, close rates, allocations, and any other inputs used by the Platform;
• The Platform does not independently verify or validate User-entered Data, and BrioDigital and Jack Brandt (in his personal capacity) are not responsible or liable for any errors, omissions, or inaccuracies in Platform outputs (including dashboards, reports, AI-generated narrative content, simulator projections, or derived scores/metrics) that are attributable, in whole or in part, to inaccurate, incomplete, inconsistent, or outdated User input;
• You are solely responsible for verifying the accuracy of data entered into the Platform and for implementing appropriate internal controls, review processes, and approval workflows for Data entry and use; and
• Any business decisions made based on Platform outputs are made at your own risk and discretion.

5.3 Compliance with Advertising Platform Terms

You acknowledge that the Platform tracks performance data from third-party advertising platforms including TikTok, Meta, Google Ads, Bing Ads, and others. You represent and warrant that:

• Your collection and use of data from these platforms complies with their respective terms of service and policies;
• You have obtained all necessary permissions, consents, and authorizations to input such data into the Platform; and
• Your use of the Platform does not violate any agreement you have with any third-party advertising platform.

6. Acceptable Use

6.1 Prohibited Activities

You agree not to engage in any of the following prohibited activities:

• Unauthorized Access: Attempting to access, probe, or test the vulnerability of the Platform or any associated system or network, or breaching any security or authentication measures;
• Interference: Interfering with or disrupting the integrity or performance of the Platform, its servers, or connected networks;
• Malicious Code: Uploading, transmitting, or distributing any viruses, worms, Trojan horses, malware, or other malicious code;
• Reverse Engineering: Decompiling, disassembling, reverse engineering, or otherwise attempting to derive the source code, underlying algorithms, or structure of the Platform;
• Unauthorized Reproduction: Copying, reproducing, distributing, or creating derivative works based on the Platform without express written authorization;
• Data Mining: Using any automated means, including bots, scrapers, or spiders, to access, collect, or harvest data from the Platform;
• Impersonation: Impersonating any person or entity, or falsely stating or misrepresenting your affiliation with any person or entity;
• Circumvention: Attempting to circumvent any content-filtering techniques, access controls, or usage limits employed by the Platform;
• Resale: Reselling, sublicensing, or otherwise commercializing access to the Platform without express written authorization from BrioDigital;
• Illegal Activities: Using the Platform for any illegal purpose or in violation of any applicable laws or regulations; and
• Harmful Conduct: Engaging in any activity that could damage, disable, overburden, or impair the Platform or interfere with any other party's use and enjoyment thereof.

6.2 Enforcement

BrioDigital reserves the right to investigate and take appropriate legal action against anyone who, in its sole discretion, violates this Acceptable Use Policy, including without limitation, removing offending content, suspending or terminating the Account of such violators, and reporting such conduct to law enforcement authorities.

7. Intellectual Property Rights

7.1 Platform Ownership

The Platform, including the Calculator and its logic, calculations, algorithms, methodologies, user interfaces, designs, graphics, logos, trademarks, service marks, and all other elements thereof, are owned by or licensed to VetComm and/or BrioDigital (collectively, the "Company Parties") and are protected by United States and international intellectual property laws. All rights not expressly granted herein are reserved by the Company Parties.

7.2 Limited License

Subject to your compliance with these Terms, BrioDigital grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal business purposes as contemplated by these Terms. This license does not include any right to:

• Modify, adapt, or create derivative works based on the Platform;
• Sell, license, rent, lease, or otherwise transfer rights to the Platform;
• Remove, alter, or obscure any proprietary notices on the Platform; or
• Use the Platform for the benefit of any third party not authorized under these Terms.

7.3 User Content Ownership

You retain all ownership rights in your User Content. By submitting User Content to the Platform, you grant BrioDigital a non-exclusive, worldwide, royalty-free license to use, store, process, and display such User Content solely for the purpose of providing the Platform services to you.

7.4 Feedback

If you provide BrioDigital with any suggestions, ideas, feedback, or recommendations regarding the Platform ("Feedback"), you hereby assign to BrioDigital all right, title, and interest in and to such Feedback. BrioDigital shall be free to use, disclose, reproduce, and otherwise exploit such Feedback without restriction or obligation to you.

7.5 Trademarks

"BrioDigital," "VetComm," "VetComm Loaded CPL Calculator," and all related logos, product names, and service names are trademarks of their respective owners. Nothing in these Terms grants you any right to use any trademark, logo, or service mark displayed on the Platform.

8. Data and Privacy

8.1 Data Collection

In connection with your use of the Platform, we collect and process the following categories of data:

• Account Information: User login email addresses, usernames (if enabled), and hashed passwords;
• Marketing Data: Campaign performance metrics including leads, spend, clicks, impressions, revenue, and conversion data;
• Usage Data: Information about how you interact with the Platform, including access times, features used, and actions taken; and
• Audit Logs: Records of user actions within the Platform for security, compliance, and traceability purposes.

For clarity, the Platform is intended to exclude consumer personally identifiable information ("consumer PII"). Users must not input consumer PII into the Platform. Other than User login email addresses used for authentication and account administration, the Platform is not intended to store consumer PII.

8.2 Data Use

BrioDigital uses the data collected through the Platform to:

• Provide, maintain, and improve the Platform;
• Authenticate Users and secure Accounts;
• Generate analytics and reports as requested by Users;
• Monitor for security threats and unauthorized access;
• Maintain audit logs and administrative records; and
• Comply with legal obligations and communicate with Users about the Platform.

8.3 Data Security

BrioDigital implements reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of data processed through the Platform, including:

• Secure password hashing;
• Encrypted data transmission;
• Access controls and authentication requirements;
• Regular security assessments; and
• Audit logging of user actions.

8.4 Data Ownership; License to Process

• Your Ownership. As between you and BrioDigital/VetComm, you (or the organization on whose behalf you use the Platform) retain all right, title, and interest in and to Data and User Content you upload, enter, transmit, or otherwise provide through the Platform.
• License to Provide the Service. You grant BrioDigital and VetComm a non-exclusive, worldwide, royalty-free license to host, store, use, copy, transmit, process, display, and otherwise manipulate Data and User Content solely as necessary to provide, secure, support, maintain, and improve the Platform, including generating calculations, analytics, dashboards, exports, and audit logs, and to enforce these Terms.

8.5 Data Retention

BrioDigital retains User data for as long as your Account remains active or as needed to provide services, comply with legal obligations, resolve disputes, and enforce agreements. Upon termination of your Account, we may retain certain data as required by law or for legitimate business purposes.

8.6 Third-Party Services; Hosting

The Platform may integrate with or reference third-party advertising platforms (TikTok, Meta, Google Ads, Bing Ads, etc.). Your use of such third-party services is governed by their respective terms and privacy policies. BrioDigital is not responsible for the privacy practices of any third-party services.

The Platform is hosted using Replit (or a successor hosting provider selected by BrioDigital). You acknowledge and agree that hosting, infrastructure, and related operational services may be provided by third-party vendors, and that availability and performance may be impacted by such vendors.

8.7 Privacy Policy

Your use of the Platform is also governed by BrioDigital's Privacy Policy, which is incorporated herein by reference. Please review our Privacy Policy at https://www.briodigital.com to understand our practices regarding the collection, use, and disclosure of personal information.

9. Confidentiality

9.1 Confidential Information

Each party acknowledges that in connection with the use of the Platform, it may receive or have access to Confidential Information of the other party. Confidential Information includes, but is not limited to:

• Marketing strategies, campaign data, and performance metrics;
• Business plans, financial information, and customer data;
• Proprietary algorithms, methodologies, and trade secrets;
• Technical specifications and system architecture; and
• Any information designated as confidential or that reasonably should be understood to be confidential.

9.2 Obligations

The receiving party agrees to:

• Maintain the confidentiality of the disclosing party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party;
• Use Confidential Information only for the purposes contemplated by these Terms; and
• Limit access to Confidential Information to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

9.3 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party;
• Was rightfully in the receiving party's possession prior to disclosure;
• Is independently developed by the receiving party without use of or reference to the Confidential Information; or
• Is rightfully obtained by the receiving party from a third party without restriction on disclosure.

9.4 Required Disclosures

The receiving party may disclose Confidential Information if required by law, regulation, or court order, provided that the receiving party (to the extent legally permitted) gives the disclosing party prompt written notice of such requirement and cooperates with the disclosing party's efforts to obtain a protective order or other appropriate protection for such information.

9.5 Duration

The confidentiality obligations under this Section shall survive termination of these Terms and continue for a period of five (5) years from the date of disclosure, except with respect to trade secrets, which shall be protected indefinitely or for as long as such information qualifies as a trade secret under applicable law.

10. Service Level and Support

10.1 Availability

BrioDigital will use commercially reasonable efforts to maintain the availability of the Platform. However, you acknowledge that:

• The Platform may be temporarily unavailable due to scheduled maintenance, upgrades, or enhancements;
• Unscheduled downtime may occur due to technical failures, security incidents, or circumstances beyond BrioDigital's reasonable control;
• BrioDigital does not guarantee any specific uptime percentage or service level; and
• BrioDigital shall not be liable for any damages arising from Platform unavailability.

10.2 Maintenance

BrioDigital may perform scheduled maintenance on the Platform from time to time. We will endeavor to provide reasonable advance notice of scheduled maintenance that may result in significant service interruptions.

10.3 Support

Support for the Platform is provided to Authorized Users through designated channels as communicated by BrioDigital. Support availability, response times, and scope may vary based on your organization's agreement with BrioDigital.

10.4 Updates

BrioDigital may, from time to time, release updates, patches, bug fixes, or new features for the Platform. Such updates may be applied automatically without prior notice. Your continued use of the Platform following any updates constitutes your acceptance of such updates.

11. Fees and Payment

11.1 Pricing

Access to the Platform may be subject to fees as set forth in a separate agreement between your organization and BrioDigital. In the absence of such an agreement, BrioDigital reserves the right to establish and modify pricing for Platform access at its sole discretion.

11.2 Payment Terms

If fees are applicable to your use of the Platform, payment terms shall be as specified in the applicable agreement between your organization and BrioDigital. Failure to pay fees when due may result in suspension or termination of Platform access.

11.3 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying all taxes associated with your use of the Platform, excluding taxes based on BrioDigital's net income.

12. Disclaimers

12.1 "As Is" Basis

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BRIODIGITAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE;
• WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR RESULTS GENERATED BY THE PLATFORM.

12.2 Calculations Based on User-Provided Data; Informational Use Only

You acknowledge and agree that (a) the Platform's calculations (including Loaded CPL and related metrics) are generated based on Data and User Content provided, uploaded, entered, or configured by you and/or third parties at your direction; (b) the Platform does not independently verify your inputs; and (c) outputs are provided for informational and strategy purposes only. You are solely responsible for reviewing, validating, and interpreting outputs before relying on them for any decision-making. THE PLATFORM DOES NOT GUARANTEE ANY SPECIFIC RESULTS OR RETURN ON INVESTMENT (ROI), AND ANY MARKETING OR BUSINESS DECISIONS YOU MAKE BASED ON PLATFORM OUTPUTS ARE MADE AT YOUR SOLE RISK.

12.3 Artificial Intelligence Features; Verification Required

The Platform may use Artificial Intelligence features, including generative AI and large language models ("LLMs"), to produce narrative content, performance analysis, explanations, and executive summaries based on User-entered Data and/or Platform outputs. AI-generated content may be inaccurate, incomplete, misleading, or contain errors (including hallucinations). You acknowledge and agree that any AI-generated narrative content is provided for informational purposes only and must be reviewed and verified for accuracy before being relied upon for any decision-making. BrioDigital does not guarantee the accuracy of AI-generated narratives, analyses, or summaries.

12.4 Spend Simulator; Power-Law Diminishing-Returns Model; No Guarantee of ROI

You acknowledge and agree that the Platform's Spend Simulator (and any related projections, charts, or scenario outputs) are hypothetical, informational tools intended for internal planning only. Simulator outputs (including any "Scalability Efficiency Score" or similar efficiency/scalability metric presented in the Platform) are mathematical projections based on a power-law diminishing-returns model (i.e., an assumed relationship in which incremental returns may decrease as spend increases). These projections are sensitive to assumptions and User-entered inputs and may not reflect real-world performance.

WITHOUT LIMITING ANY OTHER DISCLAIMER IN THESE TERMS: (a) simulator outputs are not promises or guarantees of future outcomes; (b) BrioDigital does not represent that any projected cost per lead, projected volume, projected efficiency, or projected ROI will be achieved; (c) actual performance may differ materially due to factors including campaign execution, creative, bidding dynamics, audience behavior, seasonality, competition, platform policy changes, tracking limitations, operational capacity, and other variables outside BrioDigital's control; and (d) you are solely responsible for validating assumptions and deciding whether and how to rely on simulator outputs.

12.5 No Professional Advice

The Platform provides analytics tools and calculations for informational purposes only. The outputs generated by the Platform do not constitute professional marketing advice, financial advice, or any other form of professional advice. You should consult with qualified professionals before making business decisions based on Platform outputs.

12.6 Third-Party Data

BrioDigital does not warrant the accuracy, completeness, or reliability of any data obtained from third-party advertising platforms or other external sources. You acknowledge that the quality of Platform outputs depends on the quality of input data.

12.7 Results Not Guaranteed

BrioDigital makes no representations or warranties regarding the results that may be obtained from the use of the Platform. Past performance metrics and calculations do not guarantee future results.

13. Limitation of Liability

13.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BRIODIGITAL, JACK BRANDT (IN HIS PERSONAL CAPACITY), OR BRIODIGITAL'S AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES;
• ANY LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, GOODWILL, OR DATA;
• ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
• ANY DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA OR TRANSMISSIONS;
• ANY DAMAGES ARISING FROM ERRORS, MISTAKES, OR INACCURACIES IN CONTENT, AI-GENERATED NARRATIVES/SUMMARIES, PROJECTIONS, OR CALCULATIONS (INCLUDING THOSE RESULTING FROM INCORRECT OR FAULTY DATA ENTERED BY OR ON BEHALF OF VETCOMM); OR
• ANY DAMAGES ARISING FROM INTERRUPTION OR CESSATION OF PLATFORM AVAILABILITY;

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BRIODIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF BRIODIGITAL AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO BRIODIGITAL FOR ACCESS TO THE PLATFORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED DOLLARS ($100.00 USD).

13.3 Basis of the Bargain

YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND BRIODIGITAL, AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. BRIODIGITAL WOULD NOT BE ABLE TO PROVIDE THE PLATFORM TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

13.4 Jurisdictional Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITY FOR CERTAIN TYPES OF DAMAGES. TO THE EXTENT THAT SUCH LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

14. Indemnification

14.1 Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless BrioDigital, its affiliates, and their respective directors, officers, employees, agents, licensors, and service providers from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

• Your access to or use of the Platform;
• Your violation of these Terms of Use;
• Your violation of any applicable law, regulation, or third-party right;
• Any User Content you submit, upload, or transmit through the Platform;
• Your negligence, willful misconduct, or fraud; and
• Any dispute between you and any third party relating to the Platform.

14.2 Indemnification Procedure

BrioDigital shall provide you with prompt written notice of any claim subject to indemnification. BrioDigital reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with BrioDigital in asserting any available defenses.

15. Term and Termination

15.1 Termination by You

You may terminate your Account and discontinue use of the Platform at any time by providing written notice to BrioDigital or through Account settings if such functionality is available.

15.2 Termination by BrioDigital

BrioDigital may terminate or suspend your Account and access to the Platform at any time, with or without cause, and with or without notice. Grounds for termination may include, but are not limited to:

• Violation of these Terms of Use;
• Conduct that BrioDigital believes is harmful to other Users, third parties, or BrioDigital;
• Request by law enforcement or government agency;
• Extended periods of Account inactivity;
• Discontinuation of the Platform or any part thereof; or
• Unexpected technical or security issues.

15.3 Effect of Termination

Upon termination of your Account:

• Your license to access and use the Platform shall immediately cease;
• You must immediately discontinue all use of the Platform;
• BrioDigital may delete your Account information and User Content, subject to applicable legal requirements and our data retention policies;
• Any fees owed to BrioDigital shall become immediately due and payable; and
• BrioDigital shall not be liable to you or any third party for any termination of your access to the Platform.

15.4 Survival

The following provisions shall survive termination of these Terms: Sections 7 (Intellectual Property Rights), 8 (Data and Privacy), 9 (Confidentiality), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 15.4 (Survival), 16 (Dispute Resolution), 17 (Governing Law), and 18 (General Provisions).

16. Dispute Resolution

16.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact BrioDigital and attempt to resolve any dispute informally. Most disputes can be resolved quickly and to the mutual satisfaction of both parties through informal negotiation.

16.2 Binding Arbitration

If informal resolution is unsuccessful, any controversy, claim, or dispute arising out of or relating to these Terms or your use of the Platform shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator, and the arbitration proceedings shall take place in the State of Connecticut or another mutually agreed location.

16.3 Class Action Waiver

YOU AND BRIODIGITAL 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, COLLECTIVE, OR REPRESENTATIVE ACTION. Unless both you and BrioDigital agree otherwise, the arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

16.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

17. Governing Law

17.1 Choice of Law

These Terms of Use and any dispute arising out of or related to these Terms or your use of the Platform shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of laws principles.

17.2 Jurisdiction

Subject to the arbitration provisions above, you consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of California for any actions not subject to arbitration.

18. General Provisions

18.1 Entire Agreement

These Terms of Use, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and BrioDigital regarding your use of the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.

18.2 Amendment

BrioDigital reserves the right to modify these Terms of Use at any time. If we make material changes to these Terms, we will notify you by posting the revised Terms on the Platform and updating the "Last Updated" date. Your continued use of the Platform following the posting of revised Terms constitutes your acceptance of such changes. It is your responsibility to review these Terms periodically.

18.3 Waiver

The failure of BrioDigital to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by BrioDigital.

18.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent. If such modification is not possible, the provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

18.5 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of BrioDigital. BrioDigital may assign these Terms without restriction. Any attempted assignment in violation of this Section shall be null and void.

18.6 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.

18.7 Force Majeure

BrioDigital shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation, facilities, fuel, energy, labor, or materials, or failures of telecommunications or computer systems.

18.8 Notices

All notices required or permitted under these Terms shall be in writing. Notices to BrioDigital should be sent to the address provided in Section 19 below. Notices to you may be sent to the email address associated with your Account.

18.9 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

18.10 Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and sanctions programs administered by the U.S. Treasury Department's Office of Foreign Assets Control.

19. Contact Information

If you have any questions, concerns, or comments regarding these Terms of Use, please contact us at: