This website is operated by SureBright Technologies Inc.. Throughout the site, the terms “we”, “us” and “our” refer to SureBright Technologies Inc.. SureBright Technologies Inc. offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here. By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content. Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service. Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes. Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.
1. Appointment of SureBright
a. Merchant hereby appoints SureBright to offer its warranty plans through Merchant’s sales channels, and SureBright accepts such appointment.
b. The Merchant represents and warrants that all information provided to SureBright regarding its products and sales, including but not limited to product specifications, features, pricing, and sales data, is true, accurate, and complete to the best of its knowledge. Such information has been relied upon by SureBright in designing, pricing, and implementing the warranty program.
2. Merchant’s Obligations
a. Merchant shall integrate SureBright’s technology into its online store to allow customers to purchase warranty plans along with their product purchases.
b. Merchant shall provide accurate product information to SureBright to ensure that the warranty plans are correctly matched to the products sold.
c. Merchant shall comply with all applicable laws and regulations in connection with the sale of products and warranty plans through its online store.
d. Merchants may not change agreed-upon pricing, implementation methods, user interface (UI), user experience (UX), warranty terms, or SureBright branding without prior written approval from SureBright.
e. Merchants are prohibited from representing or communicating any coverage terms not explicitly outlined in SureBright’s official warranty terms and conditions documents. SureBright disclaims any responsibility for such unauthorized representations.
f. The Merchant shall provide SureBright with all necessary access and cooperation required to operate the program and support related operations, including, but not limited to, supporting customer claims processing, validation of product orders, shipping records, and repair and product replacement logistics as needed.
g. SureBright reserves the right to modify or discontinue any aspect of the warranty program at any time, at its sole discretion.
h. SureBright may implement periodic changes and optimizations to the warranty program and its associated technology. Merchant acknowledges and agrees to accept and support these improvements.
i. During the Term of this Agreement, Merchant shall not offer competing warranty solutions for the same products covered under this Agreement without prior written approval from SureBright.
j. Merchant agrees to SureBright’s Privacy Policy, which is available at: https://www.surebright.com/privacy-policy.
k. Merchant shall maintain technical points of contact and provide timely assistance to support SureBright’s integration, updates, and warranty functionality. Unresolved technical incompatibility may be deemed a material breach.
3. SureBright's Obligations
a. SureBright shall provide the Merchant with access to its application and support for integrating the application into the Merchant’s online store.
b. SureBright shall process all warranty plan purchases made through its applications and solutions and provide the Merchant with regular updates and reports.
c. SureBright shall comply with all applicable laws and regulations in connection with the sale of warranty plans.
d. SureBright provides its services as a technology platform and software-as-a-service (SaaS) provider that facilitates the sale and administration of warranty plans. SureBright does not itself underwrite, adjudicate, or fulfill warranty claims; such services are provided by third-party licensed partners. Merchant acknowledges and agrees that SureBright is not responsible for the financial performance or risk-bearing obligations associated with the warranty plans.
4. Revenue Sharing Arrangement:
a. The parties agree that any revenue generated from the sale of extended warranties shall be split between SureBright and the Merchant.
b. The revenue split shall be calculated as follows:
i. SureBright and Merchant shall each receive a fixed percentage or portion of the total revenue derived from the sale of each extended warranty, in accordance with the commercial terms mutually agreed upon during the onboarding process, any applicable request for proposal (RFP) submissions, or other documented negotiations between the parties.
ii. Revenue shall be defined as the total amount of money received from the customer for the purchase of the extended warranty, excluding any taxes, fees, or charges that are not part of the actual sale price.
iii. Re-negotiation of Revenue Split: The parties agree to review and renegotiate the terms of the revenue split one (1) year from the effective date of this agreement. If the parties are unable to reach a mutual agreement on the revised revenue split within thirty (30) days of commencing negotiations, the existing revenue split shall remain in effect until such an agreement is reached.
5. Fees and Payments
a. Merchant shall pay SureBright for the cost of the warranty plans (or SureBright’s revenue share) from the gross revenue from each warranty plan sold through Merchant’s applicable sales channel, such as Shopify, website, or POS systems.
b. Payments shall be made periodically as agreed upon by the parties. Merchant shall clear any invoice within 30 days of receipt. Late payments may be subject to a monthly interest charge of 1.5% or the maximum amount permitted by law, whichever is lower. Any exceptions must be discussed in advance at the time of onboarding.
c. SureBright reserves the right to cancel unpaid warranty plans if payment is not received within the specified period as outlined in section 4.b. SureBright will not be held responsible for any repercussions or damages arising from such cancellations.
d. The Merchant agrees to the pricing details, including the cost of warranties, as communicated via email or other channels. SureBright reserves the right to modify the pricing and all related aspects of the warranty plans based on factors such as the program's performance.
6. Term and Termination
a. This Agreement shall commence on the date first written above and shall continue in effect until terminated by either party upon 90 days written notice.
b. Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within 15 days after receipt of written notice of the breach.
c. SureBright reserves the right to terminate the program based on its performance, particularly if it is determined that the program is not financially sustainable or if the information provided by the merchant is found to be inaccurate or misleading.
d. SureBright may suspend access to its platform or pause the warranty offer display at any time if it determines, in its sole discretion, that the Merchant’s actions pose a risk to customers, violate applicable laws, or create operational or reputational risk.
e. Upon termination of this Agreement, SureBright shall continue to fulfill its obligations to the customers who have purchased warranties prior to the termination date. The Merchant agrees to reasonably cooperate with SureBright in support of these post-termination obligations. The Merchant shall also settle all outstanding invoices within thirty (30) days following the effective date of termination.
f. The provisions of this Agreement that by their nature should survive termination, including but not limited to Sections 7 through 10, shall remain in full force and effect notwithstanding the expiration or termination of this Agreement.
7. Confidentiality
a. Each party agrees to keep confidential and not to disclose to any third party any confidential information of the other party without prior written consent.
b. All information disclosed by SureBright to the Merchant, including but not limited to pricing, technology, program structure, and operational processes, shall be considered confidential and proprietary to SureBright. Merchant agrees not to disclose such information to any third party or use it for any purpose other than as necessary to perform its obligations under this Agreement, except as otherwise required by law.
c. Each party agrees to comply with the terms and conditions imposed by technology partners such as e-commerce platforms, SureBright’s terms and conditions, and applicable regulatory and other government authorities.
d. SureBright shall have the right to use anonymized or aggregated customer and product data collected through the program for service optimization, analytics, compliance, and fraud prevention.
e. Each party shall also comply with applicable data protection laws, including but not limited to the CCPA, GDPR, and PIPEDA, with respect to customer and business data handled under this Agreement.
8. Technology Integration; Disclaimers of Liability
a. Merchant acknowledges that SureBright’s services require integration with Merchant’s website, POS systems, or other platforms, which may include custom development, API usage, or third-party app installations. Merchant assumes full responsibility for ensuring such integrations are compatible with its systems.
b. SureBright shall not be liable for any direct, indirect, incidental, or consequential damages, including but not limited to revenue loss, downtime, or interruption of the Merchant’s sales operations, arising out of or related to such integrations or changes made to accommodate SureBright’s services.
c. SureBright makes no warranty, express or implied, with respect to the Merchant’s systems or business operations and disclaims all warranties of merchantability, fitness for a particular purpose, or non-infringement with respect to the integration components.
d. In any case, SureBright’s total cumulative liability under this Agreement shall not exceed the total revenue received by SureBright under this Agreement during the twelve (12) months preceding the claim.
9. Intellectual Property Rights
a. Any and all custom tools, integrations, enhancements, or components created by SureBright for the benefit of the Merchant shall be and remain the exclusive property of SureBright. This includes, without limitation, all rights, title, and interest in and to SureBright’s proprietary technology platform, underlying source code, system architecture, documentation, and any intellectual property developed or deployed in connection with the services provided under this Agreement.
10. Marketing and Publicity
a. Merchant hereby grants SureBright a non-exclusive, royalty-free, revocable (upon 30 days written notice), limited license to use Merchant’s name, logo, trademarks, and publicly available performance data in marketing, promotional materials, investor communications, and case studies, subject to compliance with any reasonable brand guidelines provided by Merchant.
b.Such use may include identifying Merchant as a participating partner, referencing performance metrics (such as attachment rates or impact benchmarks), and showcasing user experience or outcomes, provided no confidential information is disclosed.
c. SureBright shall not imply any endorsement by Merchant without prior written approval and shall cease further use upon written notice by Merchant, subject to reasonable lead time for removal.
11. Miscellaneous
a. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
b. This Agreement may be amended only by a written agreement signed by both parties.
c. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar events.
d. Waiver. No waiver of any provision of this Agreement, nor consent to any departure from any such provision by any Party, shall be effective unless it is in writing. A waiver or consent shall be effective only for the purpose for which it was given. No default or delay on the part of any Party in exercising any right, power, or privilege hereunder operates as a waiver of any such right, power, or privilege, nor does a single or partial exercise of a right, power, or privilege preclude the exercise of any other right, power, or privilege hereunder.
e. Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable in any respect under law, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. Upon the occurrence of such event, the Parties shall use their commercially reasonable efforts to agree to another provision that is valid, legal, and enforceable, and which carries out the Parties’ intentions to the greatest extent permissible under law.
f. Governing Law. This Agreement shall be governed by the laws of the State of Texas. The parties may mutually agree to an alternate dispute resolution venue. The parties may mutually agree to submit disputes to binding arbitration under the rules of the American Arbitration Association, with venue in Texas.
g. Upon reasonable request, either party shall have the right to audit the other party’s relevant records related to warranty revenue for the purpose of verifying the accuracy of the revenue share, provided that such audit is conducted with reasonable notice and during normal business hours.
12. Indemnification
Merchant shall indemnify, defend, and hold harmless SureBright and its affiliates from and against any claims, damages, liabilities, costs, or expenses arising from: (a) Merchant’s breach of this Agreement; (b) any misrepresentation regarding product quality or functionality; or (c) Merchant’s violation of applicable laws or regulations.
