Terms — Brwse

These Terms of Service (the “Agreement”) are a legal agreement between Brwse Co. (“Brwse”, “we”, “us”) and the customer entity that signs an order form, clicks acceptance, or otherwise uses the Services (“Customer”, “you”).

If you are accepting on behalf of an entity, you represent that you have authority to bind that entity.

1) Structure and order of precedence

This Agreement may include:

These Terms;
One or more order forms or statements of work (“Order Form”) referencing these Terms; and
Our (if applicable) and .

If there is a conflict, the following order controls: Order Form → DPA (for data processing terms) → these Terms → AUP, unless the documents state otherwise.

2) Definitions

“Authorized Users” means individuals Customer permits to use the Services under Customer’s account.
“Customer Content” means content, data, prompts, files, and information that Customer or Authorized Users submit to the Services.
“Documentation” means user guides and technical documentation we make available for the Services.
“Services” means the hosted software and related services provided by us, as described in the applicable Order Form or Documentation.

3) Subscription and use

A) Subscription

Subject to payment (if applicable) and compliance with this Agreement, we grant Customer a limited, non-exclusive, non-transferable right for Authorized Users to access and use the Services during the subscription term for Customer’s internal business purposes.

B) Acceptable use and restrictions

Customer will not (and will not allow others to):

Reverse engineer, decompile, or attempt to discover source code (except to the extent such restriction is prohibited by law);
Circumvent security controls or access non-public areas without authorization;
Use the Services to develop or benchmark competing products except as expressly permitted in writing; or
Use the Services in a manner that violates the or applicable law.

C) Third-party services

The Services may interoperate with third-party services, apps, or APIs (“Third-Party Services”). Customer’s use of Third-Party Services is subject to the third party’s terms, and we are not responsible for Third-Party Services.

4) Customer responsibilities

Customer is responsible for:

Authorized Users’ access and use, including maintaining appropriate credentials and access controls;
The accuracy, quality, and legality of Customer Content; and
Ensuring it has all rights and permissions necessary to provide Customer Content to us for processing.

Customer will ensure Authorized Users comply with this Agreement.

5) Support; service changes

A) Support

Support, availability commitments, and any service levels (if any) are described in the applicable Order Form or support policy, if provided.

B) Changes to the Services

We may update the Services from time to time (for example, to improve functionality, address security issues, or comply with law). If we make a material change that substantially reduces core functionality of the Services purchased under an active paid Order Form, we will provide reasonable notice and work with Customer in good faith to address the impact.

6) Security and confidentiality

A) Security

We maintain safeguards designed to protect the Services and Customer Content. Customer remains responsible for its own security practices, including configuring access controls and protecting credentials.

B) Confidentiality

Each party may receive the other party’s non-public information (“Confidential Information”). The receiving party will protect Confidential Information using reasonable care and will use it only to perform under this Agreement. Confidentiality obligations do not apply to information that is independently developed, rightfully obtained without restriction, or becomes public without breach.

7) Privacy and data processing

We process personal data in accordance with our . If we process personal data on Customer’s behalf as a processor, the applies.

8) Fees and payment (if applicable)

Fees, billing terms, and taxes (if any) are set out in the Order Form. Unless otherwise stated:

Fees are non-refundable except as required by law or expressly stated in the Order Form.
Customer is responsible for applicable taxes, excluding taxes based on our net income.
We may suspend access to the Services for undisputed overdue amounts after providing notice and a reasonable opportunity to cure.

9) Intellectual property; Customer Content

As between the parties:

We retain all rights in the Services, including software, Documentation, and improvements.
Customer retains all rights in Customer Content.

Customer grants us a limited license to host, process, transmit, and display Customer Content to provide the Services and support Customer.

Feedback

If Customer provides suggestions, ideas, or feedback about the Services (“Feedback”), Customer grants us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate the Feedback without restriction or obligation.

10) AI/automation outputs (if applicable)

If the Services generate outputs, recommendations, or automated actions:

Outputs may be inaccurate, incomplete, or not appropriate for a particular purpose.
Customer is responsible for evaluating outputs and decisions made using the Services, including maintaining appropriate human review for high-risk use cases.
Customer will not rely on the Services as a substitute for professional advice (for example, legal, medical, financial, or safety advice).

11) Beta features

We may offer beta, preview, or experimental features (“Beta Features”). Beta Features may be modified or discontinued and are provided “as is” without warranties, to the maximum extent permitted by law.

12) Warranties and disclaimers

A) Mutual authority

Each party represents that it has authority to enter into this Agreement.

B) Disclaimer

Except as expressly stated in an Order Form, the Services are provided “as is” and we disclaim all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

13) Limitation of liability

To the maximum extent permitted by law:

Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or goodwill.
Each party’s total liability under this Agreement will not exceed the amounts paid (or payable) by Customer to us for the Services in the 12 months before the event giving rise to the claim, unless an Order Form states a different cap.

These limitations do not apply to liabilities that cannot be limited by law, or to Customer’s payment obligations, or Customer’s indemnification obligations under this Agreement.

14) Indemnification

A) By Customer

Customer will indemnify and defend us from third-party claims arising from (i) Customer Content, or (ii) Customer’s use of the Services in violation of this Agreement, and will pay resulting finally awarded damages or approved settlements.

B) By Brwse

We will indemnify and defend Customer from third-party claims alleging that the Services, when used as permitted, infringe that party’s intellectual property rights, and we will pay resulting finally awarded damages or approved settlements.

This does not apply if the claim arises from Customer Content, Customer modifications, or use in combination with non-Brwse systems where the claim would not have arisen otherwise.

C) Indemnification process and remedies

The indemnified party will: (i) promptly notify the indemnifying party of the claim; (ii) allow the indemnifying party to control the defense and settlement (except that the indemnifying party may not settle in a way that admits liability on behalf of the indemnified party or imposes obligations on the indemnified party without consent); and (iii) provide reasonable cooperation.

If we believe a claim under Section 14(B) is likely, we may, at our option: (i) modify the Services so they are non-infringing; (ii) replace them with non-infringing equivalents; or (iii) terminate the affected Services and refund prepaid, unused fees for the terminated portion of the subscription term.

15) Suspension; term and termination

A) Suspension

We may suspend Customer’s or an Authorized User’s access to the Services if we reasonably believe: (i) there is a security risk; (ii) use violates the or applicable law; or (iii) suspension is required to comply with legal process. Where practicable, we will provide notice and an opportunity to cure before suspension.

B) Term

This Agreement begins on acceptance and continues until all Order Forms expire or are terminated.

C) Termination

Either party may terminate an Order Form (or this Agreement if it has no Order Forms) for material breach if the breach is not cured within 30 days after written notice (or a shorter period if necessary to address security risks or legal compliance).

Upon termination, Customer’s right to use the Services ends. We will handle Customer Content as described in the Order Form and, where applicable, the .

D) Survival

Sections intended by their nature to survive termination will survive, including confidentiality, IP, disclaimers, limitations of liability, and indemnification.

16) Compliance; export and sanctions

Customer will comply with applicable laws, including export control and sanctions laws. Customer will not use the Services in a manner that would cause us to violate applicable sanctions or export restrictions.

17) Governing law and dispute resolution

Governing law and venue: the State of Delaware, USA. If not specified in an Order Form, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Delaware.

18) Changes to this Agreement

We may update these Terms from time to time. Updates apply prospectively. If Customer has an active paid subscription, changes will be effective upon renewal unless otherwise agreed.

19) Miscellaneous

Assignment: Either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound.
Force majeure: Neither party is liable for delays or failures due to causes beyond its reasonable control.
Entire agreement: This Agreement is the entire agreement regarding the Services and supersedes prior or contemporaneous agreements on the subject.
Severability; waiver: If a provision is unenforceable, it will be modified to the minimum extent necessary. A waiver must be in writing.

20) Contact

Questions about these Terms:

Email:
Address: 8 The Green #STE A, Dover, DE, 19901, United States