General Terms and Conditions of Service for BRADsearch

These General Terms and Conditions of Service ("Terms," "Agreement," or "Service Agreement") govern your access to and use of the BRADsearch services (the "Service"), provided by UAB Invertus ("BRADsearch," "we," "us," or "our"). By accessing or using our Service, you agree to be legally bound by these Terms. If you do not accept these Terms in full, you may not use the Service. These Terms apply to all users, including visitors, clients, and any others who access or use the Service.

For the purposes of these General Terms and Conditions of Service, the following definitions apply:

• "Effective Date" means the date when these Terms first apply to the Client upon registration.
• "BRADsearch", "we", "us", or "our" refers to UAB Invertus, the provider and operator of the BRADsearch Service.
• "Client" means a legal entity or individual who has registered for and is using the BRADsearch Service under a valid subscription plan, whether free or paid.
• "User" refers to any person authorized by the Client to access and use the Service, including employees, contractors, or third parties with sub-accounts under the Client's main account.
• "Service" refers to the BRADsearch cloud-based, AI-enhanced contextual search and discovery solution and all associated tools, features, applications, integrations, and documentation provided by BRADsearch.
• "Content" means any data, text, images, files, code, or other materials submitted, uploaded, stored, or otherwise transmitted to or through the Service by the Client or its Users.
• "Subscription" refers to the recurring contractual arrangement between the Client and BRADsearch for access to the Service, whether on a monthly or annual basis, according to selected pricing plans.
• "Account" refers to the user profile and associated access credentials created during the registration process to use the Service.
• "Terms", "Agreement", or "Service Agreement" refers to this legally binding document outlining the rights, responsibilities, and conditions governing use of the Service.
• "Website" means the official BRADsearch website through which the Service is offered, accessible at bradsearch.com.

2.1 By registering, accessing, or using the BRADsearch Service, you confirm that you have read, understood, and agreed to these Terms. You also confirm that all registration information you provide is accurate, current, and complete.

2.2 If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not have such authority, you must not proceed with registration or use of the Service.

2.3 These Terms constitute a legally binding agreement between you (or the entity you represent) and BRADsearch, effective upon your acceptance during the registration process, including by clicking "Sign Up" or any similar action indicating agreement.

2.4 To access and use the Service, you must create an account, provide and maintain accurate account information, and ensure the confidentiality of your login credentials. You are solely responsible for all activities that occur under your account, whether authorized by you or not.

3.1 BRADsearch is a cloud-based, contextual, AI-enhanced search, analytics and product discovery solution that enables Clients to integrate intelligent search capabilities into their websites, applications, or internal systems. The Service is designed to improve content findability and user experience by delivering relevant and dynamic search results based on user behavior and content context.

3.2 Depending on your selected subscription plan, the Service may include various features, tools, and support options. We may offer additional functionality as part of premium or custom plans.

We strive to maintain high availability and performance of the Service. However, BRADsearch is not liable for interruptions or limited access resulting from:

• Scheduled maintenance (with reasonable prior notice);
• Events beyond our reasonable control, including but not limited to force majeure, acts of God, infrastructure failure, internet outages, or third-party service disruptions.

The BRADsearch Service is operated and owned by UAB Invertus. All rights in and to the Service belong to BRADsearch.

5.1 The Agreement is effective from the date of registration and continues until terminated. Services may be contracted on a monthly or annual basis.

5.2 BRADsearch commits to providing its Services to the Client in accordance with the terms set out in these General Terms and Conditions of Service and, where applicable, in any specific contractual conditions agreed between the Parties.

5.3 The General Terms and Conditions of Service are published and regularly updated on the BRADsearch website. Clients are advised to review them periodically, as the version published on the website shall always be the one in effect.

5.4 The Client is not bound to subscribe to the Service for a fixed term. The Service is offered on a monthly or annual basis, at the Client's discretion. The Client may cancel the subscription at the end of the selected billing period (monthly or annual), provided that notice of cancellation is given at least 7 days before the end of the billing cycle. BRADsearch will continue to provide the Service until the end of the billing cycle.

5.5. Refunds and Cancellation Policy

No refunds, credits, or reimbursements will be issued for partial periods of use, unused Service features, plan downgrades, or early termination.

To use our Services, you must be a registered client of BRADsearch. You can create your own BRADsearch account or one may be assigned to you by authorized personnel. Use of the Service constitutes acceptance of these Terms.

We reserve the right to suspend or terminate access to the Service if you violate these Terms, our policies, or engage in any misconduct.

As part of the Service relationship, we may send you Service notices, administrative messages, legal updates, or promotional materials using the contact details you provided, either directly or via third-party platforms.

6.1 Prohibited Uses

You agree not to:

• Contract, subcontract, sell, resell, lease, license, distribute, or commercially exploit the Service or make it available to any third party, except as expressly permitted in these Terms;
• Modify, adapt, hack, or otherwise tamper with the Service to falsely imply an association or sponsorship with BRADsearch, or attempt to gain unauthorized access to the Service or its related systems;
• Use the Service for illegal purposes, including but not limited to violating privacy rights, intellectual property rights, or applicable anti-spam legislation;
• Interfere with or disrupt the integrity or performance of the Service or its components;
• Attempt to discover the underlying software source code by reverse-engineering, decompiling, or disassembling the Service;
• Upload, transmit, or store any unlawful, offensive, discriminatory, or malicious content, including viruses, malware, trojans, or any other harmful code;
• Use the Service in violation of these Terms or applicable law.

6.2 Account Responsibility

You are fully responsible for all content, data, communications, or materials submitted via your account. You are also responsible for maintaining the confidentiality of your username and password, and for all activity conducted under your account or any sub-accounts you create.

If you create accounts for third parties (e.g., team members or clients), you are responsible for ensuring they comply with these Terms, and for all actions they perform within the Service.

7.1 You retain ownership of your content. BRADsearch will not claim ownership but requires a license to use, store, and display such content to operate the Service. You grant BRADsearch a non-exclusive, global license to host, reproduce, modify, and display your content solely for the purpose of providing and improving the Service. We reserve the right to review, remove, or refuse content that violates laws or our policies. However, BRADsearch is not obligated to pre-screen content.

7.2 Some features of the BRADsearch Service involve the processing and indexing of content or data provided by you. All such content remains your exclusive property and responsibility. BRADsearch does not claim ownership of your content.

7.3 By uploading or submitting content through the Service, you grant BRADsearch a worldwide, non-exclusive, royalty-free license to use, host, store, reproduce, modify, communicate, publish, publicly display, and distribute such content for the purposes of operating, promoting, and improving the Service, and for developing new features or functionalities.

7.4 You expressly agree not to upload or submit any content that is racist, xenophobic, pornographic, discriminatory, illegal, or otherwise violates applicable laws or these Terms.

7.5 BRADsearch reserves the right, but is not obligated, to review, monitor, or remove any content it deems to be in breach of these Terms or applicable law. The possibility of such review does not imply a duty to monitor all user content, and clients should not assume such oversight will occur.

7.6 Any feedback, suggestions, or comments you provide to BRADsearch regarding the Service may be used freely and without obligation by BRADsearch.

7.7 For more details on how BRADsearch collects, stores, and uses content, please refer to our Privacy Policy.

BRADsearch offers its Services on a monthly or annual subscription basis, with payments required in advance. The applicable fees are defined in the Service plan selected by the Client.

VAT and any other applicable taxes will be added to the Service fees, based on current tax regulations and the Client's jurisdiction.

8.1 Payment

All payments must be made in Euros (€) using one of the accepted payment methods:

• Credit Card
• Debit Card
• SEPA Direct Debit

8.2 Client Responsibility for Payment Information

Clients are responsible for maintaining accurate and up-to-date payment information, including bank card details or other billing data. Any fees or costs arising from failed or returned transactions due to outdated information will be borne by the Client.

8.3 Usage Limits and Price Adjustment

If a Client exceeds the usage limits defined by their selected plan, the Service may be suspended until the start of the next billing cycle or until the Client upgrades to a higher plan. To avoid interruptions, Clients are encouraged to monitor their usage and adjust their plan as needed.

8.4 Overdue Payments

Invoices are due immediately upon issuance. Any unpaid invoice will be considered overdue starting from the invoice date.

8.5 Suspension and Cancellation for Non-Payment

• Temporary Suspension: If payment is not received within 15 days of the invoice date, BRADsearch reserves the right to temporarily suspend access to the Service.
• Subscription Cancellation: If payment is not received within 30 days of the invoice date, BRADsearch may cancel the Client's subscription due to breach of contract (e.g., failure to pay).

Clients are encouraged to resolve any payment issues promptly to avoid Service disruptions.

9.1 All Service fees are exclusive of applicable taxes unless explicitly stated otherwise. Clients are responsible for paying any taxes imposed on the Services they receive, including VAT or other similar charges applicable in their jurisdiction.

9.2 Clients are not permitted to reduce payments to BRADsearch by withholding or deducting taxes unless required by law. If any such withholding is mandated by applicable tax law, the Client must provide BRADsearch with an official withholding tax certificate or other appropriate documentation issued by the relevant tax authority.

9.3 If BRADsearch is required to collect or pay any taxes on behalf of the Client, those taxes will be invoiced to the Client, unless the Client submits a valid tax exemption certificate issued by the competent tax authority.

9.4 Clients are responsible for ensuring compliance with tax obligations related to their use of the Service, and for providing necessary documentation to support any exemptions or withholdings.

10.1 Proper Use and Confidentiality

The Client must use the Service in a legal, ethical, and appropriate manner at all times. The Client agrees to maintain strict confidentiality of their account credentials, including the access account and password to their private area. These credentials are confidential, non-transferable, and may not be shared or commercially exploited. The Client accepts full responsibility for all activities carried out under their account.

10.2 Prohibited Content and Activities

The Client agrees not to use the Service to upload, distribute, or facilitate any content that is racist, xenophobic, pornographic, illegal, or otherwise violates applicable laws. The Client must not encourage or promote any prohibited or unlawful activity through the Service.

10.3 Payment Obligation

The Client agrees to pay for the BRADsearch Services as outlined in the applicable Service Agreement, including any updated pricing terms or plans that may apply during the course of the subscription.

10.4 Material Breach

The obligations listed in this section are considered essential terms of the agreement. A violation of any of these obligations constitutes a material breach of contract. In such cases, BRADsearch reserves the right to immediately suspend the Client's access to the Service without prior notice, and may seek compensation for any damages resulting from the breach.

11.1 BRADsearch provides its Services with a commercially reasonable level of care and diligence, and we hope they meet your expectations. However, we cannot guarantee that every aspect of the Service will always meet all requirements or operate without interruption.

11.2 Except as expressly stated in these Terms or required by law, BRADsearch makes no specific guarantees regarding the Service. For example, we do not guarantee the accuracy, reliability, availability, or suitability of the Service for your particular needs. The Service is provided "as is" and "as available". You are solely responsible for determining whether the Service fits your needs.

11.3 To the fullest extent permitted by applicable law, BRADsearch disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

11.4 To the extent permitted by law, BRADsearch, its suppliers, and its partners shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities.

11.5 To the extent permitted by applicable law, BRADsearch's total liability for any claims under these Terms - including implied warranties - is limited to the amount you paid for the Service during the 12-month period immediately preceding the event giving rise to the claim. Instead of a monetary payment, BRADsearch may, at its discretion, instead choose to restore or resume the affected Service.

11.6 BRADsearch, its suppliers, and its partners will not be responsible for any loss or damage that is not reasonably foreseeable.

11.7 By using the BRADsearch Service, you acknowledge and agree that BRADsearch, its affiliated entities, officers, directors, employees, and agents shall not be held liable for any claims, demands, legal actions, damages, losses, or expenses - whether direct or indirect - that arise from or are related to your use of the Service or any breach of these Terms. This includes, without limitation, any legal fees, court costs, or liabilities incurred as a result of disputes, lawsuits, or proceedings connected to your use of the Service.

Using BRADsearch does not grant you ownership of any intellectual property rights in the Service or in any content you access through it. These Terms do not grant you the right to use any trademarks, logos, or other branding elements used in our Service.

You may not remove, obscure, or alter any legal notices, trademarks, or logos displayed in or along with the Service.

13.1 The use of your personal data is governed by our Privacy Policy, which describes how we collect, use, and protect your information when you use our Services. By using BRADsearch, you agree to the use of your data in accordance with our Privacy Policy. We encourage you to review it carefully.

13.2 In delivering the Service, we implement administrative, technical, and physical safeguards to protect the confidentiality, integrity, and availability of your data. These include encrypted transmissions (e.g., SSL/TLS), except in cases where certain third-party integrations do not support such encryption.

13.3 You acknowledge and agree that BRADsearch may access your account data solely for the purpose of providing support, responding to Service requests, or as required by law. We will not disclose this data unless legally obligated to do so, authorized by you, or as outlined in our Privacy Policy.

13.4 Processing of personal data related to your use of the Service is governed by our Privacy Policy and Data Processing Agreement (DPA), which are incorporated by reference into these Terms. The Service may rely on third-party service providers ('Sub-processors') as detailed in the DPA.

14.1 BRADsearch is continuously evolving and improving its Services. As a result, we may add, modify, or remove certain features or functionalities. Where such changes materially affect your use of the Service, we will provide advance notice of at least 15 calendar days, unless the change is required to comply with legal obligations or involves new functionality, in which case it may take effect immediately.

14.2 We may also update these Terms to reflect changes in the Service, legal requirements, or operational needs. All changes will be published on this Website. Unless otherwise specified, changes will take effect no earlier than 15 calendar days after publication. We recommend reviewing these Terms periodically.

14.3 Continued use of the Service after such updates become effective constitutes your acceptance of the revised Terms. If you do not agree with the updated Terms, you may stop using the Service at any time.

14.4 Either party may terminate this agreement in accordance with applicable law, including in the event of material breach of contract.

14.5 If we decide to discontinue the Service, we will provide reasonable advance notice where feasible and give you the opportunity to export your data within 30 days of the effective discontinuation date, subject to technical limitations and applicable legal obligations.

14.6 Third-Party Rights Disclaimer. These Terms govern the relationship between you and BRADsearch. They do not create any rights for third parties.

14.7 If any part of these Terms is held to be unenforceable, the remaining provisions will remain in full effect.

These Terms, and any dispute or claim arising out of or in connection with them or the use of the BRADsearch Service, shall be governed by and interpreted in accordance with the laws of the Republic of Lithuania, without regard to its conflict of laws provisions.

Both BRADsearch and the Client agree to submit to the exclusive jurisdiction of the competent courts of the Republic of Lithuania for the resolution of any dispute, claim, or legal matter arising from or relating to these Terms or the Service.

If any provision of these Terms is found to be unenforceable by a court of competent jurisdiction, the remaining provisions shall remain valid and in full effect.

BRADsearch's failure to enforce any provision of these Terms at any given time shall not be construed as a waiver of that provision or of any other rights or provisions under these Terms. Failure to enforce any part of these Terms does not constitute a waiver of our rights.

Unless otherwise agreed in writing, you authorize BRADsearch to include your name, logo, and brand elements in its client lists, including those published on its website and used in promotional or marketing materials. You also agree that BRADsearch may reference you verbally as a user of its products and Services, in accordance with this agreement.

If you prefer not to be included in our client references, please notify us in writing via the email mentioned in Section 18.

For any questions or concerns regarding these Terms, please contact our support or:

• Email: legal@invertus.eu
• Address: K. Donelaičio g. 62-522, LT-44248 Kaunas, Lithuania