Terms of Service
Effective Date: January 1, 2026. These Terms of Service set out the agreement between Brightspringroad, Inc. and any client or visitor that engages our diagnostics, advisory, or analytics services. By requesting a diagnostic, accepting a proposal, or using our site to contact us, you agree to these terms. If you enter into a separate written services agreement that references these terms, that written agreement governs. Where no separate written agreement exists, these terms apply to the scope of work, deliverables, fees, and obligations detailed in our proposal or invoice. We aim to be practical and transparent: our engagements focus on identifying marginal revenue and marginal cost drivers and producing actionable pilots and playbooks. We commit to delivering services with reasonable skill and care, consistent with industry practice for strategy and analytics firms. These terms describe responsibilities, payment, confidentiality, intellectual property, liability limits, and dispute resolution procedures that apply to our relationship. If you have questions about any provision, please contact our legal team using the contact details below before engaging our services.
Services, Engagements, and Deliverables
Brightspringroad provides diagnostics, pilot design, pricing and cost analysis, experiment implementation guidance, dashboards, and playbooks. Each engagement begins with a scoping phase that defines the data required, the hypothesis to be tested, success metrics, the timeline, and the fees. Diagnostics identify marginal drivers and recommend one high-impact pilot that can be validated within approximately 30 days. Pilots and full engagements may require client access to business systems or data exports. Clients agree to provide timely access to data and personnel necessary for the services. Deliverables may include reports, dashboards, scripts, model outputs, or written playbooks. Unless otherwise specified in a signed agreement, deliverables are provided for the client’s internal business use only and are not intended for resale. All timelines are estimates and may be adjusted if data availability, scope changes, or unforeseen technical issues arise. Any changes to scope will be documented and may affect fees and schedule. We reserve the right to pause work if required data or cooperation is not provided within agreed timeframes; in that event, applicable fees remain due for work performed and for reasonable re-mobilization costs.
Confidentiality, Data Handling, and Intellectual Property
We treat client materials, project data, and communications as confidential. Brightspringroad will use confidential information only to perform the services and will restrict access to authorized personnel and approved subcontractors bound by confidentiality obligations. Client-provided data used in diagnostics or pilots remains the client’s property. Brightspringroad retains ownership of methodologies, preexisting tools, generalized models, and any training or aggregation logic developed prior to engagement. Deliverables created specifically for a client are licensed to the client for internal use upon full payment, except where deliverables embed Brightspringroad proprietary code or third-party licensed components. Where we process personal data as part of a project, we act as a data processor or joint controller as described in the Privacy Policy. We implement reasonable technical and organizational measures to protect data, and we will not disclose confidential information except as necessary to perform services, to comply with law, or with the client’s consent. Clients must not disclose sensitive personal data unless strictly necessary and must provide any required lawful basis or consent for processing. For benchmarking or research, we may use anonymized, aggregated data that does not identify any client or individual.
Fees, Payment, and Refunds
Fees are set out in proposals, statements of work, or invoices. Unless otherwise stated, fees are quoted in US dollars. Clients will pay invoices within the payment terms specified in the proposal, typically 30 days after invoice. We may request an upfront deposit for diagnostics or retainers for longer engagements. Additional services outside the agreed scope are billed at agreed hourly rates or by addendum. Travel and reasonable third-party expenses are billed to the client when incurred. If payment is late, we may suspend work, and the client will be responsible for reasonable collection costs. Refunds are considered only in exceptional circumstances and at Brightspringroad’s discretion; where refunds are agreed, they will be pro-rated for services performed. All fees are exclusive of taxes, which the client will pay where applicable. If a client disputes any portion of an invoice, the client must inform Brightspringroad in writing within 14 days, and the parties will seek to resolve the dispute promptly. Disputed amounts do not excuse timely payment of undisputed portions.
Liability, Warranties, and Indemnity
Brightspringroad provides services using reasonable skill and care. Except as expressly stated in a written agreement, services and deliverables are provided on an as-is basis without additional warranties. To the maximum extent permitted by law, Brightspringroad’s aggregate liability for any claim arising from or related to these terms or services is limited to fees paid by the client for the specific engagement in the prior 12 months. In no event will Brightspringroad be liable for lost profits, lost business, indirect, consequential, or special damages. Clients agree to indemnify Brightspringroad against third-party claims arising from client-provided data that infringes intellectual property rights or violates law, and for claims arising from client misuse of deliverables. Nothing in these terms is intended to limit liability where prohibited by applicable law, including liability for personal injury or willful misconduct. Clients are responsible for validating the suitability of analyses and pilots for their operational context and for implementing changes in a manner that complies with law and regulatory obligations. We encourage clients to pilot changes experimentally and monitor impact to reduce risk to customers and operations.
Governing Law and Dispute Resolution
These Terms will be governed by the laws of the State of California. The parties will first seek to resolve disputes in good faith through direct negotiation. If unresolved, disputes will be submitted to mediation administered by a mutually agreed mediator located in San Francisco. If mediation fails, either party may pursue legal remedies in the courts of the State of California or the federal courts located in the Northern District of California. Each party consents to the exclusive jurisdiction and venue of these courts. This section does not preclude either party from seeking injunctive relief in appropriate jurisdictions to prevent irreparable harm. Venue and jurisdiction clauses are intended to provide predictable forums for resolution and do not prevent short-term emergency relief elsewhere where necessary.
Termination and Survival
Either party may terminate an engagement for material breach if the breaching party fails to cure within 30 days after written notice. Brightspringroad may suspend services for nonpayment following notice. Upon termination, the client will pay for work performed to the date of termination, and we will return or, if requested, securely delete client confidential data in our possession except where retention is required by law. Provisions that by their nature should survive termination, including confidentiality, intellectual property, limitation of liability, and dispute resolution, will survive termination or expiration of these Terms.
Contact Information
If you have questions about these Terms, please contact Brightspringroad, Inc. at the address or email below. For privacy questions, see the Privacy Policy for contacts and processes related to data subject requests.
Brightspringroad, Inc.425 Market St, Suite 500
San Francisco, CA 94105
United States
Phone: +1 (415) 555-0123
Email: [email protected]