Terms of Service
This document was last updated March 30, 2011
These Terms of Service govern your use of the BrainCredits service. Be sure to regularly check these Terms of Service for any updates or other changes, which shall be legally binding upon you when we post them, whether or not we provide you any other notice of such changes. The then-applicable Terms of Service will be posted at www.braincredits.com/global/terms, and we will indicate the effective date of each update at the top of the Terms of Service. Your continued use of the Service after any update will be deemed to represent your consent to be bound by, and agreement with, the new Terms of Service.
1. Service Description
The BrainCredits Service consists of a website, computer programs, and related products, now known or hereafter developed, that provide users with an online, portable transcript to record, and earn BrainCredits for, all of their learning, and includes an index of all of the pieces of education ("Lessons") that offer BrainCredits (collectively, the "Service").
2. Use of the Service
To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (a) are 13 years of age or older; (b) are not currently restricted from the Service, or not otherwise prohibited from having a BrainCredits account, (c) are not a competitor of BrainCredits or are not using the Service for reasons that are in competition with BrainCredits; (d) have full power and authority to enter into this agreement and doing so will not violate any other agreement to which you are a party; (e) will not violate any rights of BrainCredits, including intellectual property rights such as copyright or trademark rights; and (f) agree to provide at your cost all equipment, software, and internet access necessary to use the Service.
In order to access and/or use the Service, you may be required to provide current, accurate, identification, contact and other information as part of the registration process and/or continued use of the Service, and you will be responsible for maintaining the accuracy and completeness of such information. You may also be provided with an account, username, and password (the "Account Information") to access or use the Service. You are responsible for maintaining the confidentiality of your Account Information and, accordingly, will be fully responsible for all activities that occur under your account. You agree to immediately notify BrainCredits of any unauthorized use of your Account Information, account or any other breach of security. We will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your Account Information secure.
3. Member Conduct
You acknowledge and agree that all information, data, text, images, messages, tags and other materials, including all information related to a Lesson, in whatever form and technical structure, whether publicly posted or privately transmitted or stored using the Service ("Content"), are the sole responsibility of the person(s) originating such Content and introducing such Content into the Service. We reserve the right, but shall have no obligation, to pre-screen, reject, review, quarantine, delete or move any Content available with the Service, without obligation to any person.
You agree that you are responsible for your own conduct and all conduct under your account, and all Content that is created, transmitted, stored or displayed by anyone using your Account Information with the Service and for any consequences arising as a result thereof. You agree to use the Service only for purposes that are legal, proper and in accordance with these Terms of Service and any separate agreements you might enter into with BrainCredits ("Separate Agreements"), and all applicable laws and regulations in the relevant legal jurisdictions (including, without limitation, laws and regulations relating to the recording of audio, copyright laws, privacy laws and the storage and transmission of data and technology). Without limiting the foregoing, you shall be deemed to represent and warrant to BrainCredits that you have the unfettered legal rights and authority to permit you to submit your Content to BrainCredits in connection with your use of the Service, and such submission and the grant to BrainCredits of the rights you grant herein in connection with BrainCredits's offering and operation of the Service does not infringe the rights of any person or third party.
Please ensure that you are mindful of the legal rights of others in copyrightable works, trademarks and service marks and their individual privacy, and do not reproduce or upload or publish Content that will violate their rights or subject you to legal liability. BrainCredits cannot and will not provide you legal or other advice on these issues, but will act in accordance with applicable law and in the best interests of BrainCredits and, in its discretion, the interests of those who use the Service.
By submitting to BrainCredits any ideas, suggestions, documents and/or proposals through the "Help" interface or otherwise (collectively, "Contributions"), you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) BrainCredits is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) BrainCredits shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) BrainCredits may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of BrainCredits without any obligation of BrainCredits to you; and (f) you are not entitled to any accounting, compensation or reimbursement of any kind from BrainCredits under any circumstances.
You further agree to NOT:
(a) use our products or the Service for illegal purposes or for promotion of dangerous activities;
(b) impersonate any person or entity, including, but not limited to, a BrainCredits staff member, or falsely state or otherwise misrepresent your affiliation with BrainCredits or any other person or entity;
(c) create a user profile for anyone other than a natural person;
(d) represent yourself as having earned BrainCredits by participating in a particular Lesson when you have not;
(e) upload, post or otherwise transmit any Content that identifies you as the owner and original publisher of a Lesson when you are not;
(f) act dishonestly or unprofessionally by engaging in unprofessional behavior by posting inappropriate, inaccurate, or objectionable Content;
(g) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
(h) upload, post or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(i) upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(j) upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes" or any other form of solicitation;
(k) upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(l) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Service, or any part thereof;
(m) adapt, modify or create derivative works based on BrainCredits or technology underlying the Service, or other users' Content, in whole or part;
(n) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected or applicable to the Service;
(o) violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
(p) "stalk" or otherwise harass another person or company, or take any action invasive to another's privacy (by posting, for example, another's photograph, address, email, phone number or any other contact information) without permission from such other person;
(q) collect or store personal data about other users for commercial purposes;
(r) promote or provide instructional information about illegal activities, promote physical harm or injury against any government, legal entity, group or individual, or promote any act of cruelty to animals, including, but not limited to, providing instructions on how to assemble explosive device or other weapons or incendiary devices;
(s) allow usage by others in such a way as to violate these Terms of Service;
(t) solicit passwords or personal identifying information for unintended, commercial or unlawful purposes from other users;
(u) exceed the scope of the Service that you have signed up for, for example, accessing and using features that you do not have a right to use or deleting, adding to or otherwise changing another person's entries or other content when you have not been granted the right to do so;
(v) access (or attempt to access) any of the Service by any means other than through the interface that is provided by BrainCredits (unless you have been specifically allowed to do so in a Separate Agreement), or access (or attempt to access) any of the Service through any automated means (including use of scripts, web crawlers or the like) or otherwise engage the Service in a manner reasonably likely to be harmful to the systems operating the Service or the access or use of the Service by others;
(w) reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Service (unless you have been specifically allowed to do so in a Separate Agreement);
(x) infringe or use BrainCredit's brand, logos and/or trademarks, including, without limitation, using the word "BrainCredits" in any business name, email, or URL or including BrainCredit's trademarks and logos except as expressly permitted by BrainCredits;
(y) upload or display Content that contains nudity, sexually graphic material, or material that is otherwise deemed explicit by BrainCredits; or
(z) upload or display Content that contains threatening, abusive, harassing, defamatory, libelous, invasive, hateful, or racially, ethnically or otherwise objectionable.
If you encounter any of these prohibited uses, please contact us at email@example.com.
You understand that, notwithstanding our efforts and these Terms of Service, you may be exposed to offensive, indecent or objectionable Content when using the Service, and, accordingly, you use the Service at your own risk. There are commercially available services and software to limit access to material that you may find objectionable. We may, but shall have no obligation, to provide such services and software, or enable such services or software to work with the Service.
5. Proprietary Rights, Licenses and Limitations
(a) BrainCredits Rights. You acknowledge and agree that BrainCredits (and any licensors to BrainCredits) own(s) all legal right, title and interest in and to the Service, including, without limitation, all software comprising a part of the Service that is either hosted on BrainCredits's servers or deployed by you or a third party to enable use of the Service, and all intellectual property rights therein (whether registered or not and wherever existing in the world). You further acknowledge and agree that the rights in the Service, including all intellectual property rights, are protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations and treaties, in addition to these Terms of Service and any Separate Agreement. Except for the limited license rights specifically granted to you in these Terms of Service (and any rights expressly granted to you in a Separate Agreement), BrainCredits and its suppliers own and shall retain all rights, title and interests, including, without limitation, intellectual property rights, in and to the Service and all Software utilized therein (and all copies thereof and related materials that are delivered or made available to you with the Service).
In order to enable BrainCredits to operate the Service, we must obtain from you certain license and other rights to the Content you submit (so that our processing, maintenance, storage, technical reproduction, back-up and distribution, and related handling of your Content doesn't infringe applicable copyright and other laws). Accordingly, by using the Service and posting Content, you grant BrainCredits a license to display, perform and distribute your Content, and to modify (for technical purposes) and reproduce such Content to enable BrainCredits to operate the Service. (You also agree that BrainCredits has the right to elect not to accept, post, store, display, publish or transmit any Content in our sole discretion.) You agree that these rights and licenses are royalty free, irrevocable and worldwide, and include a right for BrainCredits to make such Content available to, and pass these rights along to, others with whom BrainCredits has contractual relationships related to the provision of the BrainCredits Service, solely for the purpose of providing such services, and to otherwise permit access to your Content to third parties if BrainCredits determines such access is necessary to comply with its legal obligations.
(b) Your Rights. As indicated above, you retain copyright and any other rights you already hold in Content which you submit, post or display on or through the Service. Other than the limited license and other rights you grant in these Terms of Service, BrainCredits acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms of Service in or to any Content that you submit, post, store, transmit or display on, or through, the Service, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You agree that you are solely responsible for protecting and enforcing those rights and that BrainCredits has no obligation to do so on your behalf.
On the condition that you comply with all your obligations under these Terms of Service, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable right to access, through a generally available web browser or mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of BrainCredits), view information and use the Service that we provide on BrainCredits webpages and in accordance with these Terms of Service. We reserve all rights not expressly granted in these Terms of Service, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in BrainCredits and all related items.
6. Other Intellectual Property Rights
(a) Notification. It is our policy to respond to clear and complete notices of alleged copyright infringement that are compliant with the United States Digital Millennium Copyright Act (DMCA, www.copyright.gov), and otherwise be responsive to applicable copyright laws. If you believe that your work has been used or published in the Service in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide us with a formal notice in accordance with the procedure herein and containing the following information:
(i) Identification of the specific copyrighted work that you believe has been infringed upon;
(ii) Identify the Web page URL(s) within the Service containing the copyrighted work or intellectual property that you claim has been infringed and, if possible, the contact information for the person you believe responsible for the infringing act in connection with that that work. Describe the content on the page(s) you believe infringes upon the work identified in item (i) above, including whether the content is a particular image (and describe it in detail) or written work (including the text of the copyrighted work).
(iii) Include the statement: "I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent or the law."
(iv) Provide your name, mailing address, telephone number and e-mail address.
(v) Include a signed statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Send an electronic version of the communication via email to firstname.lastname@example.org.
Please note that we may reproduce any legal notice we receive to send to a third-party for publication and annotation, and we may post your notice in place of any removed Content. We will respond and/or take action on all complete and qualified notices within 48 business hours of receiving your correspondence and reserve the right to communicate with you via email or other means.
(b) Counter Notification. The BrainCredits subscriber who uploaded or transmitted the Content that is the subject of a notice under this Section may make a counter notification pursuant to sections 512(g)(2) and (3) of the Digital Millennium Copyright Act. If we receive a counter notification, we may reinstate the material in question.
To file a counter notification with us, you must provide a written communication in accordance with the following procedure that sets forth the items specified below. Please note that you will be liable for damages (including costs and attorneys' fees) if you materially misrepresent that any Content or activity is not infringing the copyright rights of others. Accordingly, if you are not sure whether certain material infringes the copyright of others, we suggest that you first contact an attorney.
To expedite our ability to process your counter notification, please provide us with a formal notice containing the following information:
(i) Identify the specific URLs or other unique identifying information of material that BrainCredits has removed or disabled public access.
(ii) Provide your name, address, telephone number, e-mail address, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or Allegheny County, Pennsylvania, if your address is outside of the United States), and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
(iii) Include the following statement: "I swear, under penalty of perjury, that I have a good faith belief that the content identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled, or that the material identified by the complainant has been removed or disabled at the URL identified and will no longer be shown."
(iv) Sign the counter notice.
Send an electronic version of the communication via email to email@example.com.
7. Service Components
We retain the right, at our sole discretion, to implement limits to the nature or size of storage available to you, the number of transmissions and email messages, the nature or size of any index or library information, the nature of, or your continued ability to access or distribute, your Content and other data, and impose other limitations at any time, with or without notice. You acknowledge that a variety of BrainCredits actions may impair or prevent you from accessing your Content or using the Service at certain times and/or in the same way, for limited periods or permanently, and agree that BrainCredits has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, any Content.
BrainCredits may from time to time engage certain affiliates or other third parties to provide all or part of the Service to you, and you hereby acknowledge and agree that such third party involvement is acceptable. Further, you acknowledge that in using the Service to send electronic communications (including but not limited to email and uploading Content, and other Internet activities), you will be causing communications to be sent through computer networks owned by BrainCredits and third parties that are located throughout the United States and other countries and that, as a result, your use of the Service will likely result in interstate data transmissions. You understand that BrainCredits, in performing the required technical steps to provide the Service to our users, may make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media.
BrainCredits may from time to time include as part of the Service computer software supplied by third parties, which is utilized by permission of the respective licensors and/or copyright holders on the terms provided by such parties. BrainCredits expressly disclaims any warranty or other assurance to you regarding such third party software.
If you purchase any services that we offer for a fee, either on a one-time or subscription basis ("Premium Services"), you agree to BrainCredits storing your payment card information. You also agree to pay the applicable fees for the Premium Services (including, without limitation, periodic fees for premium accounts) as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Your obligation to pay fees continues through the date you cancel your subscription to the Premium Services. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods. You also acknowledge that BrainCredit's Premium Services are subject to these Terms of Service and any additional terms related to the provision of the Premium Service.
We reserve the right at any time and at our sole discretion to modify or discontinue, temporarily or permanently, the Service or any part thereof (including Software), with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Service.
You may discontinue your use of the Service at any time, for any or no reason and with or without notice. BrainCredits may also terminate the Service, or your access to or use of the Service or your account, with or without notice. Reasons for BrainCredits terminating your account or the Service include, without limitation: (a) breach or violation of these Terms of Service or any Separate Agreement, (b) your request or self-effecting account deletion, (c) an extended period of inactivity (determined in BrainCredits's sole discretion), (d) your nonpayment of any fees or other sums due BrainCredits or any other party related to your use of the Service, (e) requests by law enforcement or other government agencies, (f) the discontinuance or material modification to the Service (or any part thereof), or (g) unexpected technical or security issues or problems. In the event of any termination, we will close your account and you will no longer be able to retrieve Content contained in that account or otherwise use the Service.
The Service may be supported by advertising revenue and may display advertisements and promotions on or in connection with the Service, and may be targeted to Content subject matter. You hereby agree that BrainCredits may present advertising in connection with the Service in consideration for the rights granted you to access and use the Service. Any decision to utilize advertising, and the manner, mode, extent and terms of any advertising, presented with the Service, are subject to change. We shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such practices or changes or as the result of the presence of such advertisers on the Service, including, without limitation, any change in the cost of obtaining any Service. Furthermore, your interactions with advertisers found on or through the Service, including, without limitation, all reliance upon advertising, all commercial transactions and legal obligations associated therewith, are solely between you and such advertisers.
We may include the use of third party resources and/or links to third party websites as part of the Service, and many if not all Lessons will include a link to the third-party source of that Lesson. We have no control over such sites and resources and, accordingly, you acknowledge and agree that (a) we are not responsible for the availability of such external sites or resources; (b) we do not endorse and are not responsible or liable for any content or other materials available from such sites or resources and (c) we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content or materials available on or through any such site or resource.
You agree to indemnify and hold BrainCredits, its subsidiaries, affiliates, officers, agents, employees, advertisers and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any third party claims relating to your use of any of the Service, any violation of these Terms of Service or any other actions connected with your use of the Service (including all actions taken under your account). In the event of such claim, we will provide notice of the claim, suit or action to the contact information we have for the account, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder.
14. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRAINCREDITS EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) BRAINCREDITS DOES NOT WARRANT THAT (i) THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) ERRORS IN THE SOFTWARE WILL BE CORRECTED.
(c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BRAINCREDITS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
15. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT BRAINCREDITS, ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF BRAINCREDITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICE; (v) BRAINCREDITS'S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR ACCOUNT INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (vi) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION; (vii) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING THE SERVICE; (viii) ANY ADVERTISING CONTENT OR YOUR PURCHASE OR USE OF ANY ADVERTISED PRODUCT OR SERVICE; (ix) THE TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS OF SERVICE; OR (x) ANY OTHER MATTER RELATING TO THE SERVICE.
16. Exclusions and Limitations
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIMITATIONS IN SECTIONS 14 AND 15 WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You agree that we may provide you with notices hereunder by email, regular mail or postings on the web site(s) related to the affected Service, in our discretion, and that we may rely upon the contact information you have provided as being accurate, complete and current.
Except where these Terms of Service or any Separate Agreement specifically provide for use of a different means or address for notice, any notice hereunder to BrainCredits must be delivered by email to firstname.lastname@example.org. This email address may be updated as part of any update to these Terms of Service.
18. General Terms
(a) Severability. If any provision of these Terms of Service is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of these Terms of Service will not be affected in any way.
(b) Governing Law. These Terms of Service and the relationship between you and BrainCredits shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law provisions. You and BrainCredits agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Allegheny, Pennsylvania. Notwithstanding this, you agree that BrainCredits shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any applicable jurisdiction.
(c) Entire Agreement. You agree that these Terms of Service constitutes the entire, complete and exclusive agreement between you and us regarding the Service and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms of Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other BrainCredits services, third-party content or third party software.
(d) Amendments to these Terms of Service. We reserve the right to modify, supplement or replace these Terms of Service, effective upon posting at www.braincredits.com or notifying you otherwise. If you do not want to agree to changes to these Terms of Service, you can terminate your use of BrainCredits at any time per Section 10 (Termination).
(e) No informal waivers, agreements or representations. Our failure to act with respect to a breach of these Terms of Service by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by these Terms of Service, no representations, statements, consents, waivers or other acts or omissions by any BrainCredits Affiliate shall be deemed legally binding on any BrainCredits Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of BrainCredits.
(f) No Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service.
(g) Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms of Service. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations hereunder, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, BrainCredits Inc. for any third party that assumes our rights and obligations under these Terms of Service.
(h) Claims. You agree that regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or related to use of the Service or otherwise under these Terms of Service must be filed within one (1) year after such claim or cause of action arose or you hereby agree to be forever barred from bringing such claim.
(i) Headings. The section headings in these Terms of Service are for convenience only and have no legal or contractual effect.