TERMS OF SERVICE

Last updated July 15, 2026

These Terms of Service (these "Terms") govern access to and use of the services provided by CMO Success, LLC, a California limited liability company doing business as Bright Growth ("Bright Growth," "we," "us"), including the AI CMO Operating System Platform at app.brightgrowth.io (the "Platform") and our marketing audit, plan, and execution services (together with the Platform, the "Services"), by the customer identified in the applicable engagement agreement, statement of work, or order form (the "Customer," "you").

1. The Agreement

These Terms, together with any engagement agreement, statement of work, or order form between you and Bright Growth (each, an "Engagement Agreement"), our Data Processing Agreement (the "DPA"), and our Privacy Policy at brightgrowth.io/privacy, form the agreement between us (the "Agreement"). If there is a conflict, the Engagement Agreement governs commercial terms (scope, fees, term); the DPA governs the processing of personal data; and these Terms govern everything else. By creating an account on the Platform, signing an Engagement Agreement, or using the Services, you accept these Terms on behalf of the organization you represent and confirm that you have the authority to do so and are at least 18 years old.

2. The Services

Bright Growth delivers marketing audit, plan, and execution engagements. The Platform is the workspace where we deliver your engagement: your organization's private area for documents, deliverables, and engagement records. Platform accounts are provisioned by invitation from Bright Growth; there is no self-service option to join another organization's workspace. The scope of each engagement is defined in the applicable Engagement Agreement.

3. Accounts and Security

You are responsible for your users' credentials and for activity under your accounts. Keep credentials confidential, and notify us promptly at privacy@brightgrowth.io if you suspect unauthorized access. We may suspend an account that we reasonably believe is compromised or misused, and we will promptly notify you if we do.

4. Customer Content

4.1 You own your content. You retain all rights in the documents, information, and materials that you or your users provide in connection with an engagement, including materials contributed to your workspace by a Specialist Consultant (as defined in Section 8) ("Customer Content"). You grant Bright Growth a limited, non-exclusive license to host, process, and use Customer Content solely to deliver your engagement and operate the Services, consistent with the Agreement.

4.2 Your responsibilities. You represent that you have the rights and any necessary consents to provide Customer Content, including any personal information it contains about your own personnel or third parties.

4.3 What not to upload. The Services are not designed for, and you agree not to provide: (a) contact-level records of your own customers or prospects (names, email addresses, phone numbers); or (b) sensitive personal information, including health information, government identifiers, and financial account numbers. We may delete data provided in breach of this Section on discovery, and will notify you if we do.

5. Acceptable Use

You will not: use the Services to violate law or third-party rights; attempt to access another customer's workspace or probe, disable, or circumvent the Platform's security or access controls; introduce malicious code; resell or provide the Services to third parties except to your authorized users; or use the Services to build a competing product. We may suspend access for material violations, with notice and an opportunity to cure where practicable.

6. Deliverables and Intellectual Property

6.1 Your deliverables are yours. Upon payment of the applicable fees, you own the audit, plan, and execution deliverables we prepare specifically for you ("Deliverables"), excluding the Bright Growth Materials embedded in them, for which you receive a perpetual, non-exclusive, royalty-free license to use as part of the Deliverables for your internal business purposes.

6.2 Our materials remain ours. Bright Growth retains all rights in its pre-existing and independently developed materials: methodologies, frameworks, templates, rubrics, benchmarks, directories, software, and know-how ("Bright Growth Materials"). Nothing in the Agreement transfers them to you, and you will not resell, republish, or make the Bright Growth Materials available outside your organization on a standalone basis.

6.3 Third-party frameworks. The Services may include or adapt third-party frameworks and methodologies, used with attribution. Third-party names and marks belong to their owners, and their inclusion is not an endorsement. Any framework-specific license or attribution requirements will be preserved in your Deliverables.

6.4 Feedback. If you give us feedback about the Services, we may use it without restriction or obligation — feedback never includes Customer Content.

7. AI-Assisted Services

Bright Growth may use AI-assisted tools, including large language models accessed through a commercial Anthropic (Claude) account, on or off the Platform, to augment the Services — including analyzing Customer Content and drafting your Deliverables. We use only AI provider accounts whose commercial terms provide that submitted content is not used to train the provider's models absent a separate opt-in, and we will not opt your content in. Deliverables are prepared and reviewed by Bright Growth personnel; we do not use the Services to make automated decisions that produce legal or similarly significant effects about any individual. Deliverables are professional marketing analysis and recommendations — not legal, financial, or investment advice.

8. Third-Party Specialist Consultants

Some engagements involve independent functional experts ("Specialist Consultants"). Specialist Consultants typically contract directly with you: they are not Bright Growth's employees, agents, or subcontractors, and Bright Growth makes no representations or warranties about their services, confidentiality, or data practices — those are established by your agreement with them. Where a Specialist Consultant participates in your engagement, we may share engagement-relevant Customer Content with them at or with your direction. Work a Specialist Consultant delivers to you outside the Platform is between you and the consultant.

9. Directories and Recommendations

As part of an engagement, we may share entries from our Investor Directory or Partner (Vendor) Directory—for example, a shortlist of investors or vendors that match your needs. Directory information is provided as-is for use within your engagement: we vet entries but do not guarantee any third party's accuracy, availability, or performance, and inclusion is not an endorsement. Your outreach to listed individuals or firms is your responsibility, including compliance with applicable marketing and communications laws.

10. Demo Workspace

The Platform includes a sample workspace for a fictional company (ACME.AI) with illustrative data. It is provided for demonstration only, without warranty, and may be changed or removed at any time.

11. Confidentiality

Each party will protect the other's Confidential Information with at least the same care it uses for its own similar information (and no less than reasonable care), use it only to perform under the Agreement, and not disclose it except to personnel and advisors who need it and are bound by confidentiality obligations at least as protective. "Confidential Information" means non-public information disclosed under the Agreement that is marked confidential or that a reasonable person would understand to be confidential — including Customer Content and engagement records (yours) and the Bright Growth Materials and non-public Platform details (ours). It excludes information that is or becomes public through no fault of the recipient, was known without restriction before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information when legally compelled, with prompt notice to the other party, where lawful, so the other party can seek protection. These obligations survive termination for three (3) years, and for Customer Content, for as long as we hold it.

12. Privacy and Data Protection

Our processing of personal data in Customer Content is governed by the DPA, which is incorporated into the Agreement. Our privacy practices are generally described in the Privacy Policy at brightgrowth.io/privacy. In the event of a conflict regarding personal data, the DPA controls.

13. Fees and Payment

Fees, invoicing, and payment terms are set out in each Engagement Agreement. Unless otherwise stated, fees are exclusive of taxes (you pay applicable sales/use taxes; we pay our own income taxes), and undisputed invoices are due within thirty (30) days. We will not suspend the Services for non-payment without at least fifteen (15) days' written notice and an opportunity to pay.

14. Warranties and Disclaimers

14.1 Our warranties. Bright Growth warrants that (a) the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards, and (b) the Platform will perform materially as described in the Agreement. Your exclusive remedy for breach of this warranty is re-performance of the deficient Services, or, if we cannot re-perform within a reasonable time, termination of the affected engagement and a refund of prepaid fees for the unperformed portion.

14.2 Mutual warranty. Each party warrants that it has the authority to enter into the Agreement.

14.3 Disclaimer. Except as stated in this Section, the Services are provided without other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Platform will be uninterrupted or error-free, or that Deliverables will achieve any particular business result — marketing outcomes depend on factors outside our control, including your execution and market conditions.

15. Indemnification

15.1 By Bright Growth. We will defend you against third-party claims alleging that the Platform or a Deliverable (excluding Customer Content and third-party materials you supplied) infringes a third party's intellectual property rights, and pay damages finally awarded or agreed in settlement. If such a claim arises, we may modify the infringing item, replace it, or, if neither is commercially reasonable, terminate the affected engagement and refund prepaid unused fees.

15.2 By Customer. You will defend Bright Growth against third-party claims arising from Customer Content (including that it infringes third-party rights or was provided without necessary consents) or your use of the Services in violation of law or Section 5, and pay damages finally awarded or agreed in settlement.

15.3 Process. The indemnified party must give prompt notice, allow the indemnifying party to control the defense (without settling in a way that admits the indemnified party's fault or imposes obligations on it without the indemnified party's consent), and reasonably cooperate.

16. Limitation of Liability

Except for (a) a party's indemnification obligations under Section 15, (b) a breach of Section 11 (Confidentiality), or (c) a party's gross negligence or willful misconduct: neither party will be liable for indirect, incidental, consequential, special, or punitive damages, or lost profits or revenues, even if advised of their possibility; and each party's total aggregate liability arising out of or relating to the Agreement will not exceed the fees paid or payable by Customer under the applicable Engagement Agreement in the twelve (12) months preceding the event giving rise to the claim. Nothing in the Agreement limits liability that cannot be limited under applicable law.

17. Publicity

Neither party will use the other's name, logo, or marks — including in customer lists, case studies, or press releases — without the other's prior written consent. Case studies and testimonials follow the separate consent process described in our Privacy Policy.

18. Term, Suspension, and Termination

18.1 These Terms apply from your first acceptance and continue while any Engagement Agreement is in effect or you maintain a Platform account.

18.2 Either party may terminate an Engagement Agreement (i) per its own terms, or (ii) for material breach not cured within thirty (30) days of written notice.

18.3 On termination or expiry: your access to the Platform workspace ends on the schedule in the Engagement Agreement; we will return or delete Customer Content as provided in the DPA (deletion or return within thirty (30) days of written request, subject to legal retention and backup cycles); fees accrued through termination remain payable; and any prepaid fees for Services not performed due to our uncured breach will be refunded.

18.4 Sections 4.1 (your ownership), 6, 11, 12, 14.3, 15, 16, 17, and 20 survive termination.

19. Changes to These Terms

We may update these Terms from time to time. For material changes, we will give at least thirty (30) days' notice (email to your designated contact or prominent notice on the Platform) before the changes take effect, and material changes will not apply retroactively to the current term of an active Engagement Agreement without your consent. The "Last updated" date above reflects the current version. If you object to a material change, you may terminate the affected Services by written notice before the change takes effect and receive a pro-rata refund of prepaid, unused fees.

20. General

The Agreement is governed by the laws of the State of California, without regard to conflict-of-laws rules, and the state and federal courts located in San Francisco, California have exclusive jurisdiction — each party consents to that venue. Neither party may assign the Agreement without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice. Notices must be in writing: to Bright Growth at privacy@brightgrowth.io (or, for general matters, info@brightgrowth.io) or CMO Success, LLC, 946 Teresita Blvd, San Francisco, CA 94127; to you at the contact in your Engagement Agreement. Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it uses reasonable efforts to mitigate. The parties are independent contractors. You will not use the Services in violation of applicable export control or sanctions laws. If a provision is unenforceable, it will be modified to the minimum extent necessary, and the rest remains in effect. No waiver is implied from any failure to enforce. The Agreement (these Terms, the Engagement Agreement(s), the DPA, and documents incorporated by reference) is the entire agreement between the parties regarding the Services and supersedes prior discussions.

Questions?privacy@brightgrowth.io (data and privacy) · info@brightgrowth.io (general).