Terms of Service

These Terms of Service ("Terms") are a legal agreement between you and CertLock Technologies LLC, operating as Briely ("Briely," "we," "us," or "our"). They govern your access to and use of the Briely website, application, platform, features, content, and related services (collectively, the "Service").

By creating an account, accepting these Terms, starting a trial, purchasing a subscription, or accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not access or use the Service.

If you use the Service on behalf of a company or other organization, you represent that you have authority to bind that organization. In that case, "you" includes both you and the organization.

You must be at least 18 years old or the age of legal majority in your jurisdiction and legally capable of entering into a binding agreement to create or control a Briely account.

You may permit authorized users to access a company account according to the roles and permissions available within Briely. You are responsible for ensuring that each authorized user is permitted to access the information made available to them.

Briely is software that helps individuals and organizations organize certifications, licenses, credentials, expiration dates, renewal reminders, supporting documents, audit records, and related information. Company accounts may also enable optional public verification features.

Briely is an organizational and reminder tool. It is not a licensing authority, certification provider, background-check service, law firm, compliance consultant, or primary-source credential verification provider.

We may improve, modify, add, remove, or discontinue features over time. We will use reasonable efforts to avoid materially reducing the core functionality of a paid subscription without appropriate notice.

• ✓You must provide accurate, current, and complete account information.
• ✓You must keep account and contact information reasonably up to date.
• ✓You are responsible for protecting passwords, authentication information, and access to your account.
• ✓You are responsible for activity performed through your account, except to the extent caused by Briely's own failure to use reasonable safeguards.
• ✓You must promptly notify Briely if you suspect unauthorized access, compromised credentials, or misuse of your account.
• ✓You may not share access in a manner that bypasses plan limits, permissions, or security controls.

Company owners control certain account-level settings, which may include billing, administrator access, public verification, and company deletion. Administrators may have access to employee, credential, document, audit, and reminder information according to their assigned permissions.

The company owner is responsible for selecting administrators, reviewing access, removing access when it is no longer appropriate, and maintaining reasonable internal controls over the company account.

Briely is not responsible for actions taken by a user who was granted valid access by the company owner or another authorized user.

"Customer Data" means information, records, documents, files, text, and other materials submitted to the Service by you or your authorized users, including employee, professional, certification, license, credential, training, and compliance information.

As between you and Briely, you retain ownership of Customer Data. You grant Briely a limited, non-exclusive right to host, store, reproduce, process, transmit, display, and otherwise use Customer Data only as reasonably necessary to provide, secure, maintain, support, and improve the Service; comply with law; and enforce these Terms.

You represent and warrant that you have all rights, permissions, notices, consents, and legal authority necessary to collect, upload, manage, process, and share Customer Data through Briely.

If you enter information concerning employees, contractors, administrators, customers, or other individuals, you are responsible for determining whether that information may lawfully be collected and processed.

You are responsible for providing any notices and obtaining any consents required by applicable law or your own agreements and policies. You must not use Briely to collect or store information that is unnecessary, unlawfully obtained, or inappropriate for the Service.

Briely may allow a company owner to enable a public verification page displaying selected credential or license information. This feature is optional and controlled by the company owner.

You are solely responsible for information made publicly available through your verification page, including its accuracy, lawfulness, appropriateness, and continued relevance. You must have authority to publish information concerning each individual or credential displayed.

Briely does not independently authenticate Customer Data or guarantee that publicly displayed information is accurate, complete, current, or sufficient for any legal, employment, licensing, safety, contracting, or compliance decision.

Briely may offer a limited free trial. The length and features of a trial will be shown when the trial is offered.

A Briely trial does not automatically become a paid subscription unless you separately choose a paid plan and complete the subscription process. No payment card is required for the standard trial unless Briely clearly states otherwise before enrollment.

Trial access may expire automatically at the end of the stated trial period. We may modify or discontinue trial offers and may limit trial eligibility to prevent abuse.

Paid subscriptions are billed in advance at the price, billing interval, and plan terms displayed when you subscribe. Unless cancelled, a paid subscription automatically renews for successive billing periods until cancellation.

• ✓Payments are processed by Stripe under Stripe's applicable terms and privacy practices.
• ✓Briely does not directly store complete payment card numbers.
• ✓You authorize Briely and Stripe to charge the payment method associated with your subscription for recurring fees, applicable taxes, and authorized purchases.
• ✓You are responsible for maintaining a valid payment method and accurate billing information.
• ✓If payment fails, we may retry the charge, request an updated payment method, limit features, suspend access, or cancel the subscription.
• ✓Plan features, limits, and prices are those displayed during purchase or subsequently agreed in writing.

You may cancel a paid subscription through the billing controls made available in your account. Cancellation stops future renewal charges but ordinarily does not immediately terminate access. Unless otherwise stated, paid access continues through the end of the current billing period.

Fees are non-refundable and are not prorated for partial billing periods, unused time, plan changes, or account inactivity, except where required by law or expressly agreed by Briely in writing.

Upgrades, downgrades, and other plan changes may take effect immediately or at the next billing period as disclosed during the change process. Any price or billing effect presented before confirmation will control.

We may change plans or pricing prospectively. If a change affects an existing paid subscription, we will provide notice as required by applicable law before the change takes effect.

Briely may provide account or company deletion controls. Deletion may include a displayed recovery or undo period before permanent deletion is completed.

Once permanent deletion occurs, Customer Data may no longer be recoverable. Limited information may remain in backups, payment records, security logs, or legal records where reasonably necessary or required by law.

You are responsible for exporting or retaining any records you need before deletion, expiration, suspension, or termination of access.

You may not use or attempt to use Briely to:

• ✓Violate any applicable law, regulation, court order, or the rights of another person
• ✓Access, search, test, probe, or retrieve another user's or tenant's data without authorization
• ✓Bypass account permissions, plan limits, rate limits, authentication, or security controls
• ✓Upload malware, malicious code, corrupted files, or content designed to disrupt systems
• ✓Send spam, unlawful messages, deceptive communications, or messages without required consent
• ✓Interfere with the integrity, availability, or performance of Briely or its providers
• ✓Reverse engineer, decompile, disassemble, scrape, copy, or attempt to discover source code except where such restrictions are prohibited by law
• ✓Use automated methods to access the Service in a manner not expressly authorized by Briely
• ✓Impersonate another person or misrepresent credentials, authority, qualifications, identity, or affiliation
• ✓Upload unlawful, infringing, defamatory, abusive, discriminatory, or fraudulent content
• ✓Use Briely to make automated or unsupported decisions that create unlawful harm to another person
• ✓Resell, sublicense, or commercially exploit the Service except under a written agreement with Briely

You remain solely responsible for determining which licenses, certifications, credentials, training, renewals, notices, documents, and compliance obligations apply to you, your organization, and your workforce.

Briely reminders are provided as an organizational convenience. Delivery can be affected by account settings, incorrect contact information, carrier filtering, email filtering, service outages, third-party failures, or other circumstances. You must not rely on Briely as your only method of satisfying a legal, regulatory, contractual, safety, employment, or licensing deadline.

Briely does not provide legal, tax, employment, licensing, regulatory, safety, or professional advice and does not guarantee compliance.

SMS notifications are optional and are not required to create an account, start a trial, purchase a subscription, or use Briely's core features.

If you provide a mobile phone number, enable SMS reminders, and affirmatively opt in, you consent to receive service-related text messages from Briely. Messages may include certification expiration reminders, license renewal reminders, compliance alerts, and account-related notifications.

Message frequency varies based on account activity, credential dates, compliance events, and notification settings. Message and data rates may apply. Consent to receive SMS messages is not a condition of purchase.

You may revoke consent by replying STOP to a message or disabling SMS reminders in account settings. Reply HELP for assistance or contact legal@briely.ai. SMS availability may vary by carrier, device, and location.

Briely relies on third-party providers for services such as hosting, databases, storage, payment processing, email, and SMS delivery. Your use of certain features may also be subject to the provider's terms and privacy practices.

We are not responsible for third-party products, websites, networks, carriers, or services that we do not control. We may replace service providers or modify integrations as reasonably necessary to operate Briely.

Briely and its licensors retain all rights, title, and interest in the Service, including software, source code, interfaces, designs, workflows, branding, logos, documentation, content, features, and all related intellectual property rights, excluding Customer Data.

Subject to these Terms and payment of applicable fees, Briely grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal personal or business purposes during the applicable trial or subscription period.

No rights are granted except those expressly stated in these Terms. Briely, the Briely name, and related branding may not be used without prior written permission.

If you voluntarily provide ideas, recommendations, suggestions, or other feedback about Briely, you grant us a perpetual, worldwide, irrevocable, royalty-free right to use that feedback without restriction or compensation, provided that we do not identify you publicly as the source without permission.

We strive to keep Briely available and reliable, but uninterrupted or error-free operation is not guaranteed. The Service may be unavailable because of maintenance, upgrades, security work, internet or carrier failures, provider outages, emergencies, or events beyond our reasonable control.

We may establish reasonable usage limits and take steps necessary to protect the Service, users, infrastructure, and Customer Data.

You may stop using Briely at any time and may cancel your subscription as described above.

We may suspend, restrict, or terminate access if we reasonably believe that you violated these Terms, failed to pay amounts due, created a security or legal risk, misused the Service, or engaged in conduct that could harm Briely, another user, or a third party. Where appropriate, we will attempt to provide notice and an opportunity to correct the issue.

Upon termination, your right to use the Service ends. Provisions that by their nature should survive will remain in effect, including ownership, payment obligations, disclaimers, indemnification, liability limitations, and dispute terms.

To the maximum extent permitted by law, the Service is provided "as is" and "as available."

Briely disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, security, and reliability.

We do not warrant that the Service will meet every requirement, remain uninterrupted, be error-free, prevent every loss, deliver every reminder, establish legal compliance, or verify the truth or validity of Customer Data.

Some jurisdictions do not allow certain warranty exclusions, so some exclusions may not apply to you.

To the maximum extent permitted by law, Briely and its officers, members, employees, contractors, affiliates, and service providers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, data, business opportunities, or anticipated savings, arising from or related to the Service.

To the maximum extent permitted by law, Briely's total aggregate liability arising out of or relating to the Service or these Terms will not exceed the greater of: (a) the amount you paid to Briely during the 12 months immediately preceding the event giving rise to the claim; or (b) fifty U.S. dollars ($50.00).

These limitations apply regardless of the legal theory and even if Briely was advised of the possibility of damages. They do not limit liability that cannot lawfully be limited or excluded.

To the extent permitted by law, you agree to defend, indemnify, and hold harmless Briely and its officers, members, employees, contractors, and affiliates from claims, damages, losses, liabilities, judgments, costs, and reasonable attorneys' fees arising from or related to:

• ✓Your Customer Data or public verification content
• ✓Your use or misuse of the Service
• ✓Your violation of these Terms or applicable law
• ✓Your infringement or violation of another person's rights
• ✓Your failure to obtain required authority, notices, permissions, or consents
• ✓The acts or omissions of users you authorize to access your account

Briely may control the defense of a covered claim, and you agree to provide reasonable cooperation. You may not settle a claim in a way that admits fault by or imposes obligations on Briely without Briely's written consent.

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Michigan, without regard to conflict-of-law principles.

Before filing a formal claim, you and Briely agree to make a good-faith effort to resolve the dispute by providing written notice describing the issue and requested resolution. Notices to Briely must be sent to legal@briely.ai.

Unless applicable law requires otherwise, any legal action must be brought in a state or federal court of competent jurisdiction located in Michigan, and each party consents to the personal jurisdiction of those courts.

We may update these Terms to reflect changes to the Service, business practices, legal requirements, or risk. The "Last updated" date will identify the latest version.

If a change is material, we may provide additional notice through the Service, by email, or through another appropriate method. Changes apply prospectively from their effective date unless a different result is required by law.

Your continued use of Briely after updated Terms become effective constitutes acceptance of the revised Terms. If you do not agree to an update, you must stop using the Service and cancel any active subscription.

• ✓These Terms, the Privacy Policy, and any additional terms presented for a specific feature or purchase form the entire agreement concerning the Service.
• ✓If a provision is found unenforceable, it will be modified only to the minimum extent necessary, and the remaining provisions will remain effective.
• ✓Briely's failure to enforce a provision is not a waiver of that provision.
• ✓You may not assign these Terms without Briely's prior written consent. Briely may assign them in connection with a merger, reorganization, financing, sale of assets, or transfer of the Service.
• ✓The parties are independent contractors. These Terms do not create an employment, partnership, agency, franchise, fiduciary, or joint-venture relationship.
• ✓Briely is not liable for delay or failure caused by circumstances beyond its reasonable control.
• ✓Headings are provided for convenience and do not affect interpretation.

Questions, legal notices, and concerns about these Terms may be sent to: