These are the Terms and Conditions governing your use of the BrainX Website and Services.
Welcome to the BrainX website available at and under the domain name BrainX.com (the “BrainX Site”) and such other or successor domain names as may be operated, acquired or used from time to time by BrainX, Inc. (“BrainX”). This General Terms of Service Agreement (the “Agreement”) sets forth the terms and conditions governing your use of the BrainX Site and your access to and use of the information, content and services offered on the BrainX Site (which, collectively with the BrainX Site, constitute the “Services”).
By accessing or using the BrainX Site or any of BrainX's Services, you accept and agree to be legally bound by this Agreement, and agree to all operating rules and/or policies of BrainX and the Services that may be published by BrainX on the BrainX Site. All these rules and policies are incorporated into this Agreement by this reference. BrainX has other terms relating to the BrainX Site and the Services generally.
If you do not agree, do not enter or use the BrainX Site.
BrainX reserves the right to update or otherwise modify this Agreement from time to time. You are responsible for checking this Agreement periodically for changes and updates. Your use of the BrainX Site following posted change(s) and update(s) will be deemed an acceptance of such change(s).
You shall be subject to any posted guidelines or rules, which may be posted from time to time. All such guidelines and rules are hereby incorporated by reference into the Agreement.
The BrainX Site, including without limitation on any content, software and services offered thereon, are the property of BrainX and/or its licensors and are protected by U.S. and international copyright, trademarks and other proprietary rights and Intellectual Property Rights laws. The compilation of all content on this BrainX Site is the exclusive property of BrainX and is protected by U.S. and international copyright laws. All software used on this BrainX Site is the property of BrainX or its licensors and protected by U.S. and international copyright laws. Except to the minimum extent otherwise expressly permitted under copyright law, no copying or exploitation of material from the Services is permitted without the express written permission of BrainX and any other applicable copyright owner.
You may not resell the Services (or any part thereof). You acknowledge that you do not acquire any ownership rights by virtue of downloading copyrighted material from the Services. All rights not expressly granted hereunder are expressly reserved to BrainX. If you believe your rights under applicable copyright laws are being infringed, you may notify our designated agent by clicking here and following the posted instructions.
Third Party Intellectual Property Rights.
You may not, and by using the Services you agree not to, use the Services to: (a) transmit material that is copyrighted, unless you are the copyright owner or have obtained the permission of the copyright owner to transmit it; (b) transmit material that reveals trade secrets, unless you own them or have the permission of the owner to so transmit them; or (c) transmit material that infringes on any Intellectual Property Rights of others or violates the privacy or rights of publicity of others. For purposes of this Agreement, the term “Intellectual Property Rights” means collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights.
You Are Responsible For All Your Activities and All Content You Post.
You represent and warrant that any and all information you post or provide to BrainX by means of this BrainX Site, including, without limitation, as part of any registration or application or to gain access to any Services, is true, accurate, not misleading and offered in good faith. Any information disclosed to you via the Services may be used only for its intended purpose. BrainX expects that you will exercise caution, good sense and proper judgment in using the Services. You can be held liable for any illegal or prohibited content that you provide to the BrainX Site or to other users, including, for example, infringing, defamatory, or offensive materials. You may not, and hereby represent and warrant that you will not, post, transmit, email or otherwise make accessible on or through the BrainX Site User Content that:
- Is unlawful, harmful, threatening, tortuous, defamatory, libelous, abusive, disparaging, pedophilic, pornographic, obscene, invasive of another's privacy, hateful, or malicious;
- Contains hate propaganda or promotes discrimination or violence against any people on account of their race, national origin, religion, age, gender, disability, or sexual orientation;
- Is or could be harmful to minors;
- Involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing (or "spamming");
- Promotes information that you know is false, misleading, or promotes illegal activities or conduct;
- Infringes any patent, copyright, trademark, service mark, trade secret, or other proprietary right of any other party;
- Provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18;
- Provides instructional information about illegal activities;
- Contains a software virus or any other code files or programs that are designed to or have the ability to interrupt, destroy, compromise, or otherwise limit the functionality of any computer software or hardware or telecommunications equipment whether owned by Business.com or any other party;
- Solicits passwords, or personal identifying information for commercial or unlawful purposes from other users; or
- Otherwise violates any local, state, national or other applicable law or regulation.
Additionally, you may not, in connection with the BrainX Site:
- Impersonate any person or entity including a BrainX officer or employee, or falsely misrepresent your identification or affiliation in any other way;
- Forge headers or otherwise manipulate identifiers for the purpose of disguising the origin of any Content posted or transmitted through or on the BrainX Site;
- Disrupt the ordinary flow and operation of any portion of the BrainX Site;
- Interfere with or disrupt the BrainX Site or any server or network involved with the operation of the BrainX Site;
- Stalk or harass any other person; or
- Collect or "harvest" from the Site the names of other users for the purpose of transmitting to those other users unsolicited commercial messages.
Single Copy License.
You agree that you are only authorized to visit, view and to retain a single copy of pages of this BrainX Site solely for your own individual use, and that you shall not duplicate, download, publish, modify or otherwise distribute any material on this BrainX Site for any purpose other than for your own individual use unless otherwise specifically authorized by BrainX. We post legal notices and various credits on pages of the BrainX Site, which may not be removed even in your permitted copy. You shall not remove these notices or credits, or any additional information contained along with the notices and credits.
BrainX May Revise or Terminate Any Part of the Services at Any Time.
BrainX reserves the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, the Services, with or without notice and in its sole discretion. This includes the right to modify, discontinue or remove any content, postings, links, pages, services, or other materials at any time and for any reason. You agree that BrainX shall not be liable to you for any modification, general suspension or discontinuance of any Services. BrainX may, in its sole discretion, refuse or restrict anyone from access to any or all of the Services at any time. BrainX may and will terminate your service immediately, if, in its sole discretion, BrainX believes that your conduct fails to conform with the terms and conditions of this Agreement. If you use, or attempt to use the Services for any purposes other than its intended purposes (including without limitation by tampering, hacking, modifying or otherwise corrupting the security or functionality of the Services), you may also be subject to civil and criminal liability.
You shall not violate or attempt to violate the security of the Services. Accordingly, you shall not: (a) access data or materials not intended for you; (b) log into a server or account which you are not authorized to access; (c) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (d) attempt to interfere with service to any user, host or network. Upon receiving a password and account designation for the BrainX Site, you are fully responsible for maintaining the confidentiality of the account, and are fully responsible for all activities that occur under your password or account. By using the BrainX Site, and the Internet in general, you understand that data and communications, including e-mail and other electronic communications, may be accessed by unauthorized third parties when communicated over the Internet.
Your Access to Certain Services.
You understand that certain Services on the BrainX Site may include materials and information from third parties, and you acknowledge and agree that BrainX has minimal control over such information. Accordingly, BrainX cannot guarantee, represent or warrant that the content contained in the BrainX Site is accurate, appropriate to you, and/or inoffensive. The BrainX Site may provide links to other World Wide Web sites or resources. BrainX has no control over such sites and resources and you acknowledge and agree that BrainX is not responsible for the content or information contained therein.
Indemnity of BrainX.
You agree to indemnify and hold BrainX harmless, and, at BrainX's request, to defend BrainX from and against any claim, demand, cause of action, debt, loss or liability, including reasonable attorneys’ fees, to the extent that such action is based upon, arises out of, or relates to your use (or inability to use) the Services or any other activities of yours accomplished using the Services.
Compliance with Laws.
You may use the Services only for lawful purposes. The Services are subject to, and you agree that you shall at all times comply with, all applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like applicable to the use of the Services. This obligation includes your agreement to comply with all applicable laws, including without limitation, insurance industry-specific regulations and rules relating to the export of technical and other data from the United States (and from your country if you are not located in the United States) and your agreement not to export or re-export any such data or any other content or materials in violation of such laws, rules or regulations without first obtaining all necessary licenses, consents and approvals therefore, as well as authorization therefore from BrainX.
You use the services at your sole risk. The services are provided on an “as is” and “as available” basis, without warranties of any kind, express or implied, including without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-infringement or non-misappropriation of intellectual property rights of a third party, title, custom, trade, quiet enjoyment, accuracy of informational content, or system integration. We do not warrant that the site will be available or operate in an uninterrupted or error-free manner or that errors or defects will be corrected. Some jurisdictions do not allow exclusion of implied warranties, so the above exclusions may not apply to you.
General Information; No Legal Advice.
The information contained in this Agreement is provided solely for general informational purposes and is not intended to be a contract, a solicitation or an offer to sell in connection with any product or service, nor is the information a complete description of all terms, conditions and exclusions applicable to the products and services described. The product and service descriptions on the site are included for the sole purpose of providing a general reference tool concerning the nature and type of products and services available from BrainX. The descriptions are not intended to be relied upon by customers or by potential customers. For complete descriptions of the terms and conditions of products or services, please contact BrainX directly. The information contained on this site is intended to provide only a general overview of the materials discussed. It is not intended to establish any professional standards nor is it intended to serve as legal advice regarding any particular situation. Competent professional counsel should be consulted for any legal planning and advice. Products and services referenced herein may not be available in all jurisdictions.
Limitation of Liability.
You expressly understand and agree that BrainX shall not be liable for any direct, indirect, incidental, special, punitive, consequential or exemplary damages arising out of or in any way related to this agreement or the use of the services, including, without limitation, damages for loss of profits, goodwill, use, data or other intangible losses (even if BrainX has been advised of the possibility of such damages). To the extent the foregoing limitation of liability is, in whole or in part, held to be inapplicable or unenforceable for any reason, then the aggregate liability of BrainX for any reason and upon any cause of action (including, without limitation, negligence, strict liability and other actions in contract or tort) arising out of or in any way related to the BrainX site or this agreement shall be limited to direct damages actually incurred up to one hundred united states dollars ($100).
The limitation of liability herein applies to all liabilities in the aggregate, including, without limitation, those resulting from your use or your inability to use the BrainX site, or any other matter arising from or relating to the site. Because some states or jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
If a dispute arises out of or relates to the Services or this Agreement or its breach (with the exception of rights to injunctive relief with respect to Intellectual Property Rights and obligations with respect to confidentiality), and the parties have not been successful in resolving the dispute through direct negotiation, then the dispute will be resolved in binding arbitration as follows: (i) the arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules; (ii) any judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction; (iii) the location of the arbitration will be Arlington, Virginia or such other location as the parties may mutually agree; and (iv) the parties will have the right to take discovery of the other party by any method allowed by the Federal Rules of Civil Procedure. The arbitrator(s) will each be a natural person who has never been employed (either as an employee or as an independent consultant) by either of the parties, or any parent, subsidiary or affiliate thereof, and will be familiar with the software industry. The arbitrator(s) may upon request exclude from use in the arbitration proceeding any evidence not made available to the other party pursuant to a proper discovery request. The arbitrator(s) will issue a reasoned award. The cost of the arbitration will be borne equally by the parties pending the award. Upon the decision of the arbitrator(s), the prevailing party will be entitled to receive from the other party its reasonable attorneys’ fees and costs. The parties, their representatives, other participants, the arbitrator(s) and the administrator(s) of the arbitration will hold in confidence the existence, content and outcome of the arbitration.
Choice of Law and Forum.
The Services are controlled by BrainX from within the Commonwealth of California, although it may be accessed and used throughout the world. By accessing or using the Services, you and BrainX each agree that the substantive laws of the Commonwealth of California, will govern with respect to all matters relating to or arising from this Agreement, or the use (or inability to use) the Services, and that such laws will apply without regard to principles of conflict of laws. Subject to the dispute resolution procedures set forth above, you and BrainX agree and hereby submit to the exclusive jurisdiction and venue of the appropriate State and Federal courts located in the Commonwealth of California with respect to such matters. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Services must be filed or otherwise commenced within one (1) year after such claim or cause of action arose or be forever barred.
Subject to the terms of this Agreement for the BrainX Site, this Agreement constitutes the entire agreement between you and BrainX with respect to the subject matter addressed herein, and governs your use of the Services, superseding any prior agreements between you and BrainX relating to such subject matter, but this Agreement may be supplemented by any other agreement you enter into with BrainX pursuant to a registration to access certain features of the BrainX Site. The failure of BrainX to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal or contractual effect.
Without limiting the foregoing, BrainX's Services at the BrainX Site are not intended for use by or availability to minors. The BrainX Site is not intended for use by persons under the age of thirteen. Individuals who are under thirteen are expressly prohibited from posting any personally identifiable information.
YOU HAVE READ AND BY USING OR ACCESSING THIS SITE, AGREE TO BE LEGALLY BOUND BY ALL OF THE FOREGOING TERMS AND CONDITIONS.
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