Brainy Software LLP
Customer and User Terms and Conditions
Effective Date: May 25th 2018
1. ELIGIBILITY AND SCOPE
1.1 Eligibility. To use the Services you must be, and represent and warrant that you are, at least 16 years of age and competent to agree to these Terms. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). If Brainy Software LLP has previously prohibited you from accessing or using the Services, you are not permitted to access or use the Services.
1.2 Use Outside the United Kingdom. The Services are controlled and operated by Brainy Software LLP from its offices in England and Wales. Brainy Software LLP makes no representations that the Services are appropriate for use in other locations. Those who access or use the Services from other locations do so at their own risk and are responsible for compliance with local law. Brainy Software LLP may offer services in other jurisdictions in which case a different version of these Terms may apply and will be presented to you on such services.
2. ACCOUNT REGISTRATION AND USE
2.1 Account Registration and Confidentiality. To access the Services, you or your organisation, company or other legal entity must register for a Brainy Software LLP account by providing an email address and creating a password, and providing us with other information that we request. You agree to provide us with accurate, complete, and current registration information about yourself and any organisation you represent. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your user name and password. We may assume that any communications we receive under your account have been made by you.
2.2 Unauthorized Account Use. You are responsible for notifying us at email@example.com if you become aware of any unauthorized use of or access to your account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. Brainy Software LLP will not be liable for any loss, damages, liability, expenses or legal fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and legal fees incurred by Brainy Software LLP or a third party due to someone else using your account.
3. OUR PROPRIETARY RIGHTS
The Services are owned and operated by Brainy Software LLP and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by Brainy Software LLP and its partners, as well as other sources, and is protected by United Kingdom copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Services are also protected as a collective work or compilation under U.S. copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by Brainy Software LLP and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Brainy Software LLP and such others. You agree to protect the proprietary rights of Brainy Software LLP and all others having rights in the Services during and after the term of these Terms and to comply with all reasonable written requests made by Brainy Software LLP or its suppliers and licensors (collectively, “Suppliers”) of content or otherwise to protect their and others’ contractual, statutory, and common law rights in the Services. You agree to notify Brainy Software LLP immediately upon becoming aware of any claim that the Services infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Services shall, as between you and Brainy Software LLP, at all times be and remain the sole and exclusive property of Brainy Software LLP. Any unauthorized use of any material contained on or through the Services may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
4. USER CONTENT AND SUBMISSIONS
4.1 User Content and Submissions. The Services allow you to create tasks, users, teams and submit associated information, text, files, and other materials (collectively, “User Content”) and to share that User Content with others. User Content submitted or otherwise made available (“submitted”) to the Services is subject to the following terms:
4.1.1 Free User Content. Users of Brainy Software LLP’s free Services maintain ownership of the User Content that they submit to the Services (“Free User Content”). By submitting Free User Content, Users grant Brainy Software LLP a license to use, copy, reproduce, process, adapt, publish, transmit, host and display that Free User Content. We reserve the right to remove any Free User Content on the Services that violates these Terms or that is otherwise objectionable in Brainy Software LLP ‘s sole discretion.
4.1.2 End User Content. Content submitted to the Services by End Users of Customer accounts (“End User Content”) is owned and controlled by the Customer as set forth in the introduction to these Terms and the Subscriber Agreement. Brainy Software LLP maintains a limited, non-exclusive and non-transferrable (except in connection with the sale or transfer of its business) license to access, use, copy, reproduce, process, adapt, publish, transmit and display End User Content for the limited purposes of (i) providing the Services and associated Customer and End User support; (ii) displaying the End User Content to the Customer and other End Users; and (iii) analyzing and improving the Services.
4.2 User Content Representations. You acknowledge and agree that you have all required rights to submit User Content without violation of any third-party rights. You understand that Brainy Software LLP does not control, and is not responsible for, User Content, and that by using the Services, you may be exposed to User Content from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that User Content may contain typographical errors, other inadvertent errors or inaccuracies. You agree that you will indemnify, defend, and hold harmless Brainy Software LLP for all claims resulting from User Content you post. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.
5. LICENSE AND ACCEPTABLE USE
5.2 Acceptable Use. Your use of Brainy Software LLP Services must comply at all times with our Acceptable Use Policy.
5.3 Violations. In addition to any other remedies that may be available to us, Brainy Software LLP reserves the right to immediately suspend or terminate your account or your access to the Services upon notice and without liability for Brainy Software LLP should you fail to abide by the terms of this Section 5. If you are an End User, Brainy Software LLP reserves the right to notify the Customer account owner of any violations of this Section 5, and the Customer retains the right to terminate your access to the Customer’s account for any reason.
6. LEGAL COMPLIANCE
8. WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY
THE SERVICES AND ITS CONTENTS, WHETHER PROVIDED BY Brainy Software LLP, ITS LICENSORS, ITS VENDORS OR ITS USERS, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, BUT WITHOUT LIMITATION, Brainy Software LLP DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THE SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF CONTENT) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN NO EVENT SHALL Brainy Software LLP OR ITS AFFILIATES, LICENSORS, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SERVICES, OR ANY LINK PROVIDED ON THE SERVICES, WHETHER OR NOT Brainy Software LLP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE ANNUAL AMOUNT PAID FOR THE PRODUCT OR SERVICE TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE TO A PRODUCT OR SERVICE, £1.00. Brainy Software LLP DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SERVICES, AND Brainy Software LLP WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. Brainy Software LLP WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.
10. THIRD-PARTY LINKS AND SERVICES
The Services may provide (1) information and content provided by third parties; (2) links to third-party websites or resources, such as sellers of goods and services; and (3) third-party products and services for sale directly to you. Brainy Software LLP is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for (i) any content, advertising, products, or other materials on or available from such sites or resources, (ii) any errors or omissions in these websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. You further acknowledge and agree that Brainy Software LLP 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 linked sites or resources. Your interactions with such third parties will be governed by the third parties’ own Terms and Conditions and privacy policies, and any other similar terms.
11. MODIFICATION AND TERMINATION
11.1 Modification of Services. Brainy Software LLP reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof), with or without notice. You agree that Brainy Software LLP shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services.
11.2 Termination. These Terms are effective unless and until terminated by you or us. We may, in our sole and absolute discretion, deny you access to all or part of the Services at any time for any or no reason at all, with or without notice to you. If we terminate your right to access the Services, these Terms will terminate and all rights you have to access the Services will immediately terminate; however, certain provisions of these Terms will still apply post termination. Termination of your account may also include, at Brainy Software LLP’s sole discretion, the deletion of your account and/or User Content.
12. MANDATORY ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
12.1 Application. This Section 12 is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
12.2. Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action, you will contact us at firstname.lastname@example.org and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account). Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Brainy Software LLP, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
12.3 Class Action Waiver. The parties further agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND Brainy Software LLP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
12.4 Changes to This Section. Changes to this section will apply prospectively after they have been updated. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled Mandatory Arbitration and Class Action Waiver, and the court or arbitrator shall apply the first Mandatory Arbitration and Class Action Waiver section in existence after you began using the Services.
12.5 Survival. This Mandatory Arbitration and Class Action Waiver section shall survive any termination of your use of the Services.
13. CONTROLLING LAW AND SEVERABILITY
These Terms shall be construed in accordance with and governed by the laws of England and Wales. Any dispute arising out of these terms and conditions or the use of this site shall be initiated and conducted in the courts of England and Wales and you and Brainy Software LLP consent to the exclusive jurisdiction of such courts.
14. GENERAL TERMS
14.1 Force Majeure. Under no circumstances shall Brainy Software LLP or its licensor or supplier be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.
14.2 No Waiver. No waiver of any provision of these Terms will be binding unless in writing, no waiver of any provisions of these Terms will be deemed a further or continuing waiver of such provision or any other provision, and the failure of Brainy Software LLP to exercise or enforce any right or remedy in these Terms does not waive that right or remedy. If an arbitrator or a court of competent jurisdiction finds any provision of these Terms to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.
14.3 Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
14.4 Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services and/or these Terms must be filed within one (1) month after such claim or cause of action arose or be forever barred.
14.5 Miscellaneous. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and Brainy Software LLP and govern your use of the Services, and supersede any prior agreements between you and Brainy Software LLP on the subject matter. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by Brainy Software LLP without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of Brainy Software LLP. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. The section titles in these Terms are for convenience only and have no legal or contractual effect. Any provision of these Terms that by its nature is reasonably intended to survive beyond termination of these Terms shall survive.
14.6 Notices. We may deliver notice to you by e-mail or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address: (1) Brainy Software LLP, 85 The Hawthorns, Flitwick MK45 1FN; or (2) email@example.com.
If you have any questions about these Terms, please contact us at firstname.lastname@example.org.
Effective Date: May 25th 2018
- The Information We Collect
- How We Use Your Information
- Cookies and Similar Technologies
- Online Analytics and Advertising
- How We Share and Disclose Your Information
- Your Choices
- Third Party Links and Services
- Children’s Privacy
- Your Rights
- How Long We Store Your Information
- How We Protect Your Information
- Brainy Software LLP Contact Info
THE INFORMATION WE COLLECT
Brainy Software LLP collects a variety of information that you provide directly to us. We process your information when necessary to provide you with the Services that you have requested when accepting our Terms and Conditions, or where we have obtained your prior consent, or where we have a legitimate interest to do so. For example, we may have a legitimate interest to process your information for security, testing, maintenance, and enhancement purposes of the Services we provide to you, or for analytics, research, and reporting purposes. Without your information, we cannot provide you with the Services you have requested or you may be limited in your use of the Services.
1. Information You Provide to Us
Brainy Software LLP collects information from you through:
- Account and product registration and administration of your account
- The Brainy Software LLP Services that you use
- Requests or questions you submit to us via forms or email (e.g., support forms, sales forms, user research participation forms)
- Your communications and dealings with us
- Your participation in Brainy Software LLP data collection activities
- Uploads or posts to the Services
- Requests for customer support and technical assistance
Information from and about you. The types of information we collect will depend upon the Services you use, how you use them, and what you choose to provide. The types of data we collect directly from you may include: – Name, address, telephone number and email address – Optional information, such as a photograph, that you elect to associate with your account (your “Profile Information”) – Log-in details and password, if you or we create a Brainy Software LLP account. Any email requests or questions you submit to us – Demographic information such as your gender – User-generated content you post in public online Brainy Software LLP forums (e.g., the Brainy Software LLP Blog).
Content. In using the Services, you may upload or input various types of content, including but not limited to: tasks, attachments, project names, team names, and conversations (together, the “Content”). If you are using the Services in connection with an account created by a Brainy Software LLP Customer (e.g., employer, organization, or an individual), we collect and process the Content you submit on behalf of the Customer. As described more throughout this Policy, our Customers, and not Brainy Software LLP, determine their own policies regarding storage, access, modification, deletion, sharing, and retention of Content which may apply to your use of the Services. For example, a Customer may provide or remove access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign teams, or share projects. Please check with the Customer (this may be your employer) about the policies and settings that they have instituted with respect to the Content that you provide when using the Services.
Payment Information. If you are a user of our paid premium service, we will utilize a third party credit card payment processing company to collect payment information, including your credit card number, billing address and phone number. The third party service provider, and not Brainy Software LLP, stores your payment information on our behalf.
Information about others. If you choose to use our invitation service to invite a friend to the Services, we will ask you for that person’s contact information, which may include their email address or their social network identity, and automatically send an invitation. Brainy Software LLP stores the information you provide to send the invitation, to register your friend if your invitation is accepted, and to track the success of our invitation service.
2. Information We Automatically Collect
When you use our Services that connect to the Internet, including, but not limited to, when you access the Services via our websites, your mobile devices, and Brainy Software LLP software/applications, we automatically collect certain information as described in this Section. As discussed further below, we and our service providers (which are third party companies that work on our behalf to provide and enhance the Services) use a variety of technologies, including cookies and similar tools, to assist in collecting this information.
Log Files When you use the Services, our servers automatically record certain information in server logs. These server logs may include information such as your web request, Internet Protocol (“IP”) address, browser type and settings, referring / exit pages and URLs, number of clicks and how you interact with links on the Services, metadata associated with uploaded Content, domain names, landing pages, pages viewed, mobile carrier, date and time stamp information and other such information.
Device Identifiers When you access the Services using a mobile device, we collect specific device information, including your MAC address and other unique device identifiers. We also collect information such as the type of device you are using, its operating system, and mobile network information, which may include your mobile phone number. We may associate this device identifier with your account and will use data associated with your device identifier to customize our Services to your device and to analyze any device-related issues.
Location Information. We collect and process general information about the location of the device from which you are accessing the Service (e.g., approximate geographic location inferred from an IP address).
3. Information We Collect From Third-Party Integrations
If you choose to use third-party integrations (none exist at present but this may change in the future) through the Services or are required to do so by a Customer, such providers may allow us and our service providers to have access to and store additional information about your interaction with those services and platforms as it related to use of the Services. If you do not wish to have this information shared, do not initiate these connections.
4. Information We Collect from Affiliates and Non-Affiliated Third Parties
Brainy Software LLP may receive additional information about you, such as demographic information, from affiliates under common ownership and control, and from third parties, such as business partners, marketers, researchers, analysts, and other parties that we may use to supplement the information that we collect directly from you.
5. Collection of Information Across Devices
Sometimes, we may use the information we collect — for instance, usernames, IP addresses and unique mobile device identifiers — to locate or try to locate the same unique users across multiple browsers or devices (such as smartphones or tablets), or work with service providers that do this, in order to save your preferences across devices and analyze usage of the Services. If you wish to opt out of our ability to track you across devices, you may install the Google Analytics Opt-out Browser Add-on by clicking here.
COOKIES AND SIMILAR TECHNOLOGIES
To collect the information in the “Information We Automatically Collect” section above, we and our service providers use Internet server logs, cookies, tags, SDKs, tracking pixels, and other similar tracking technologies, please see our Cookies Policy. A web server log is a file where website activity is stored. An SDK is a section of code that we embed in our applications and software to allow third parties to collect information about how users interact with the Services. A cookie is a small text file that is placed on your computer or mobile device when you visit a site, that enables us to: (i) recognize your computer and login session; (ii) store your preferences and settings; (iii) understand which web pages of the Services you have visited; (iv), enhance your user experience by delivering and measuring the effectiveness of content and advertising tailored to your interests; (v) perform analytics; and (vi) assist with security and administrative functions. Tracking pixels (sometimes referred to as web beacons or clear GIFs) are tiny electronic tags with a unique identifier embedded in websites, online ads and/or email, and that are designed to provide usage information like ad impressions or clicks, email open rates, measure popularity of the Services and associated advertising, and to access user cookies. As we adopt additional technologies, we may also gather information through other methods.
Please note that you can change your settings to notify you when a cookie is being set or updated, or to block cookies altogether. Please consult the “Help” section of your browser for more information (e.g., Internet Explorer; Google Chrome; Mozilla Firefox; or Apple Safari).
HOW WE USE YOUR INFORMATION
- Complete a purchase or provide the services you have requested
- Respond to your request for information and provide you with more effective and efficient customer service
- Provide you with product updates and information about products you have purchased from us
- Provide you with service notifications via email and within the Services based on your notification selections
- Contact you by email, postal mail, or phone regarding Brainy Software LLP and third-party products, services, surveys, research studies, promotions, special events and other subjects that we think may be of interest to you
- Customize the advertising and content you see
- Help us better understand your interests and needs, and improve the Services
- Synthesize and derive insights from your use of different Brainy Software LLP products and services
- Engage in analysis, research, and reports regarding use of our Services
- Provide, manage, and improve the Services
- Protect our Services and our users
- Understand and resolve app crashes and other issues being reported
Content. Brainy Software LLP may view and share your Content only as necessary (i) to maintain, provide and improve the Service; (ii) prevent or address technical or security issues and resolve support requests; (iii) if we have a good faith belief, or have received a complaint alleging, that such Content is in violation of our Acceptable Use Guidelines; (iv) as reasonably necessary to allow Brainy Software LLP to comply with or avoid the violation of applicable law or regulation; (v) to comply with a valid legal subpoena, request, or other lawful process; and (vi) as set forth in our Subscription Agreement with the Customer or as expressly permitted in writing by the Customer. We may also analyze your User Content in aggregate and on an anonymized basis, in order to better understand the manner in which our Service is being used.
Combined Information. You consent that, for the purposes discussed in this Policy, we may combine the information that we collect through the Services with information that we receive from other sources, both online and offline, and use such combined information in accordance with this Policy.
Aggregate/De-Identified Data. We may aggregate and/or de-identify information collected through the Services so that such information can no longer be linked to you or your device (“Aggregate/De-Identified Information”). We may use Aggregate/De-Identified Information for any purpose, including without limitation for research and marketing purposes, and may also share such data with any third parties, including advertisers, promotional partners, sponsors, event promoters, and/or others. By using the Services, you consent to such use.
ONLINE ANALYTICS AND ADVERTISING
We use third-party web analytics services (e.g., Google Analytics) on our Services to collect and analyze the information discussed above, and to engage in auditing, research and reporting. The information (including your IP address) collected by various analytics technologies described in the “Cookies and Similar Technologies” section will be disclosed to or collected directly by these service providers, who use the information to evaluate your use of the Services, including by noting the third-party website from which you arrive, analyzing usage trends across Brainy Software LLP products and mobile devices, assisting with fraud prevention, and providing certain features to you. To prevent Google Analytics from using your information for analytics, you may install the Google Analytics Opt-out Browser Add-on by clicking here.
If you receive email from us, we may use certain analytics tools, such as clear GIFs to capture data such as when you open our message or click on any links or banners our email contains. This data allows us to gauge the effectiveness of our communications and marketing campaigns.
2. Online Advertising
Third parties or affiliates may administer Brainy Software LLP banner advertising programs and other online marketing on non-Brainy Software LLP websites and services. To do so, these parties may set and access first-party cookies delivered from a Brainy Software LLP domain, or they may use third-party cookies or other tracking mechanisms. For example, a third-party provider may use the fact that you visited the Brainy Software LLP website to target online ads for Brainy Software LLP services to you on non-Brainy Software LLP websites. Or a third-party ad network might collect information on the Services and other websites to develop a profile of your interests and target advertisements to you based on your online behavior. These parties that use these technologies may offer you a way to opt out of ad targeting as described below. You may receive tailored advertising on your computer through a web browser.
If you are interested in more information about tailored browser advertising and how you can generally control cookies from being put on your computer to deliver tailored advertising, you may visit the Network Advertising Initiative’s Consumer Opt-Out link or the Digital Advertising Alliance’s Consumer Opt-Out link to opt-out of receiving tailored advertising from companies that participate in those programs. To opt out of Google Analytics for display advertising or customize Google display network ads, you can visit the Google Ads Settings page. Please note that we do not control any of the above opt-out links or whether any particular company chooses to participate in these opt-out programs. We are not responsible for any choices you make using these mechanisms or the continued availability or accuracy of these mechanisms.
3. Notice Concerning Do Not Track.
There is no uniform or consistent standard or definition for responding to, processing, or communicating Do Not Track signals. At this time the Services do not function differently based on a user’s Do Not Track signal. For more information on Do Not Track signals, see All About Do Not Track.
HOW WE SHARE YOUR INFORMATION
Brainy Software LLP will share your information in the following ways:
- Affiliates and Subsidiaries. We may share all information we collect within the Brainy Software LLP family of companies.
- Service Providers. We may provide access to or share your information with select third parties who perform services on our behalf. These third parties provide a variety of services to us, including without limitation billing, sales, marketing, provision of content and features, advertising, analytics, research, customer service, shipping and fulfillment, data storage, security, fraud prevention, payment processing, and legal services.
- Third-Party Integrations. When you initiate a connection with a third-party integration through the Services (none exist at present but this may change in the future), we will share information about you that is required to enable your use of the third-party integration through the Services.
- Public Forums. The Services make it possible for you to upload and share comments or feedback publicly (i.e., outside of the Brainy Software LLP mobile and web app) with other users, such as on the Brainy Software LLP blog. Any information that you submit through such public features is not confidential, and Brainy Software LLP may use it for any purpose (including in testimonials or other Brainy Software LLP marketing materials). Any information you post openly in these ways will be available to the public at large and potentially accessible through third-party search engines. Such information can be read, collected and/or used by other users, and it could be used to send you unsolicited messages. Accordingly, please take care when using these features of the Services.
- Aggregate/De-Identified Information. From time to time, Brainy Software LLP may share Aggregate/De-Identified Information about use of the Services, such as by publishing a report on usage trends. As stated above, this Policy places no limitations on our use or sharing of Aggregate/De-Identified Information.
- Consent. We may also disclose your information to third parties with your consent to do so. For example, we will display your Profile Information on your profile page and elsewhere on the Services in accordance with the preferences you set in your account. You can review and revise your Profile information at any time.
THIRD PARTY LINKS AND SERVICES
The Services contain links to third-party websites such as social media sites, and also contain third-party integrations. If you choose to use these sites or integrations, you may disclose your information not just to those third-parties, but also to their users and the public more generally depending on how their services function. Because these third-party websites and services are not operated by Brainy Software LLP, Brainy Software LLP is not responsible for the content or practices of those websites or services. The collection, use, and disclosure of your personal and other information will be subject to the privacy policies of the third party websites or services, and not this Policy. We urge you to read the privacy and security policies of these third-parties.
The Services are intended for general audiences and not for children under the age of 16. If we become aware that we have collected personal information from children under the age of 16, we will take reasonable steps to delete it as soon as practicable.
If you want to learn more about the information collected through the Services, or if you would like to access or rectify your information and/or request deletion of information we collect about you, or restrict or object to the processing of your information, please contact us using the contact information below. Where you have provided consent, you may withdraw your consent at any time, without affecting the lawfulness of the processing that was carried out prior to withdrawing your consent. If you are dissatisfied with the way we process your information, you may lodge a complaint with the Information Commissioner’s Office (“ICO”).
HOW LONG WE STORE YOUR INFORMATION
We will retain your information for the period necessary to fulfill the purposes outlined in this Policy unless a longer retention period is required or permitted by law.
We reserve the right to amend this Policy at any time to reflect changes in the law, our data collection and use practices, the features of our Services, or advances in technology. We will make the revised Policy accessible through the Services, so you should review the Policy periodically. If we make a material change to the Policy, you will be provided with appropriate notice and we will seek your consent to the updated Policy in accordance with legal requirements.
HOW WE PROTECT YOUR INFORMATION
Brainy Software LLP takes technical and organizational measures to protect your personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. However, no method of transmission over the Internet, and no means of electronic or physical storage, is absolutely secure, and thus we cannot ensure or warrant the security of that information. If you have any questions about security on our Services, you can contact us at email@example.com.
Brainy Software LLP CONTACT INFO
Effective Date: May 25th 2018
This Subscriber Agreement (the “Subscriber Agreement”) is between Brainy Software LLP and the organization agreeing to these terms (“Customer”). This Subscriber Agreement governs Customer’s access to Brainy Software LLP’s collaborative workplace management service(s) (the “Service”) and its associated applications and websites. By clicking “I Agree,” attaching this Subscriber Agreement to a purchase order or similar order form, or using the Service as a paid subscriber, Customer agrees to the terms of this Subscriber Agreement. If an individual is entering into this Subscriber Agreement on behalf of an organization such organization shall be deemed the Customer hereunder and such individual hereby represents and warrants that he has the power and authority required to bind such organization to this Subscriber Agreement.
- Customer Obligations.
- Administration of Customer’s Account. Customer may specify one or more administrators (each an “Administrator”) to manage its account. Administrators have the ability to access, monitor, use, export and disclose all content posted by End Users in accordance with applicable local laws. Customer is responsible for: (i) the selection of its Administrator(s); (ii) maintaining the confidentiality of passwords and Administrator accounts; (iii) managing access to Administrator accounts; and (iv) ensuring that each Administrator’s use of the Service complies with this Subscriber Agreement. Brainy Software LLP shall not be held liable for any actions on the part of Customer’s Administrator(s).
- End User Conduct – Compliance. Customer is responsible for use of the Service by its End Users and for their compliance with Brainy Software LLP’s User Terms and Conditions. Customer is also responsible for providing any notice and obtaining any consents and authorizations necessary: (i) to allow the Administrator to access, monitor, use, and disclose the content posted by the End Users on the Service; and (ii) to allow Brainy Software LLP to provide the Administrator with access to such End User content. The Service is not authorized for use by persons under the age of 16 and Customer will ensure that it does not allow any person under 16 to use the Service. Customer will promptly notify Brainy Software LLP if it becomes aware of any unauthorized access to Customer’s account or the Service.
- Restrictions. Customer will not: (i) rent, sell, resell or lease the Service to any third party; (ii) use the Service for any purpose where either the use or the failure of the Service might lead to personal injury, death or physical damage; or (ii) disassemble, decompile or reverse engineer the Service or attempt or assist anyone else to do so, unless such restriction is prohibited by law.
- Suspension. Brainy Software LLP may request that Customer suspend the account of any End User who: (i) violates the User Terms and Conditions; or (ii) is using the Service in a manner that Brainy Software LLP reasonably believes may cause a security risk, a disruption to others’ use of the Service, or liability for Brainy Software LLP. If Customer fails to promptly suspend or terminate such End User’s account, Brainy Software LLP reserves the right to do so.
- Customer’s Use of Third Party Services. Brainy Software LLP does not warrant or support any third party service and will not be responsible for any act or omission on the part of such third party or its service.
- Intellectual Property Rights.
- Limited License to Use Customer Content. Customer hereby grants to Brainy Software LLP a limited, nonexclusive and nontransferable (except in connection with the sale or transfer of its business) license to access, use, copy, reproduce, process, adapt, publish, transmit and display the Customer Data for the limited purpose of (i) providing the Service and associated customer support to Customer; (ii) displaying the Customer Data to the End Users; and (iii) analyzing and improving the Service.
- Reservation of Rights. Except as expressly set forth herein, this Subscriber Agreement does not (i) grant Brainy Software LLP any rights or interest in or to the Customer Data or any Customer Intellectual Property; or (ii) grant Customer any rights or interest in or to the Service or any Brainy Software LLP Intellectual Property. For purposes hereof, the term “Intellectual Property” shall mean any current or future worldwide rights under any patent, copyright, trademark, or trade secret; any moral rights or any similar rights.
- Use of Customer Suggestions. Brainy Software LLP may incorporate into the Service any suggestions or feedback received from Customer without any obligation to Customer and any such modifications to the Service shall be the sole and exclusive property of Brainy Software LLP. Brainy Software LLP may also share and publish aggregate, anonymized data about the use of our Service by our customers.
- Brainy Software LLP Customer List. Brainy Software LLP may include Customer’s name in a list of Brainy Software LLP’s Customers online and in print and electronic marketing materials.
- Fees and Payment. By subscribing to the Service and/or providing payment account information, Customer agrees to these payment terms and conditions. If Customer subscribes to the Service under any promotional subscription fee, some additional restrictions may apply. These restrictions, if any, will be provided to Customer before Customer signs up for the Service that is subject to the promotion. Free or discounted introductory offers are only available to new users of the Service, except where expressly stated. Fees are non-refundable except as required by law or as explicitly set forth herein. Customer will pay all applicable fees when due and, if such fees are being paid via credit card or other electronic means, Customer authorizes Brainy Software LLP to charge such fees using Customer’s selected payment method. By default, customer accounts are set to auto-renew and require recurring payments. Fees will be charged on an annual or monthly basis based on Customer’s subscription. Brainy Software LLP may automatically charge Customer for such renewal on or after the renewal date associated with Customer’s account unless Customer has terminated the Service or Brainy Software LLP terminates the Service. Customer must cancel the Service prior to its renewal date in order to avoid billing of the next period’s fee. If Customer chooses to cancel the Service, Customer may use the Service until the end of the current period but will not be issued a refund for the most recently (or any previously) charged fees. Customer can cancel Service anytime by comunicating such cancellation to Brainy Software LLP at firstname.lastname@example.org.Brainy Software LLP may revise fee rates and/or the billable amount structure for the Service from time to time and will provide Customer’s designated administrator(s) with email notice of any changes in fees at least thirty (30) days prior. Customer is responsible for providing complete and accurate billing information to Brainy Software LLP. Customer will be billed for the appropriate plan based on the total number of unique users, including those with limited access. Brainy Software LLP may suspend or terminate Customer’s use of the Service if fees become past due. Customer is responsible for all taxes (excluding taxes on Brainy Software LLP’s net income) and Brainy Software LLP will charge tax when required to do so by law.If Customer requires the use of a purchase order or purchase order number, Customer (a) must provide the purchase order number at the time of purchase; and (b) agrees that any terms and conditions on a Customer purchase order that conflict with this Subscriber Agreement will not apply and are null and void.
- Term and Termination. This Subscriber Agreement will remain in effect until Customer terminates its subscription to the Service or until this Subscriber Agreement is otherwise terminated as provided for herein. Customer may terminate this Subscriber Agreement at any time. In addition, either party may terminate this Subscriber Agreement if: (a) the other party is in material breach and fails to cure such breach within twenty (20) days following receipt of written notice from the non-breaching party; (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. In the event that this Subscriber Agreement is terminated, (i) the rights granted to Customer pursuant to this Subscriber Agreement (except as specifically set forth in this section) will cease immediately; and (ii) any premium features provided to Customer will cease to be provided. The following sections will survive expiration or termination of this Subscriber Agreement: Sections 4.2, 4.3, 6, 7, 8, 9, 12, and 13.
- Confidentiality. During the course of their performance under this Subscriber Agreement, each party may make available to the other party information that is not generally known to the public and at time of disclosure is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information shall include, but shall not be limited to: business plans, strategies, forecasts, projects and analyses; financial information and fee structures; business processes, methods and models; employee, customer and supplier information; sales and marketing information. With respect to the Customer, Confidential Information also includes the Customer Data.
- Obligations. Except as otherwise expressly permitted under this Subscriber Agreement, with the express prior written consent of the disclosing party, or as required by law, the receiving party will not disclose, transmit or otherwise disseminate to a third party any Confidential Information of the disclosing party. The receiving party will use the same care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. Brainy Software LLP may disclose Customer’s Confidential Information to its employees, consultants, agents or advisors who have a strict need to know such Confidential Information solely for the purpose of performing Brainy Software LLP’s obligations under this Agreement and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement. Customer may disclose Brainy Software LLP’s Confidential Information to its employees, consultants, agents or advisors who have a strict need to know such Confidential Information and are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement.
- Exclusions. The obligations set forth in Section 7.2 above shall not apply to any Confidential Information that the receiving party can demonstrate: (i) the receiving party possessed, without any obligation of confidentiality, prior to disclosure by the disclosing party; (ii) is or becomes publicly available without breach of this Agreement by the receiving party; (iii) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (iv) is or was received by the receiving party from a third party that does not have an obligation of confidentiality to the disclosing party or its affiliates. Either party may disclose the terms of this Agreement to potential parties to an acquisition or similar transaction to facilitate due diligence and closing of the transaction, provided that potential party is subject to written non-disclosure obligations and limitations on use only for the prospected transaction. The receiving party may disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal or regulatory proceeding, provided, however, that in such event the receiving party will, if lawfully permitted to do so, notify the disclosing party within a reasonable time prior to disclosure so as to allow the disclosing party an opportunity to seek appropriate protective measures.
- By Customer. Customer hereby agrees to indemnify, defend and hold harmless Brainy Software LLP, its licensees and licensors, and their respective employees, contractors, agents, officers and directors (together, the “Brainy Software LLP Affiliates”), from and against any and all liabilities, damages, obligations, losses, costs and expenses (including but not limited to reasonable legal fees) (together, the “Losses”) arising from or as a result of any claim by a third party against Brainy Software LLP or the Brainy Software LLP Affiliates regarding: (i) use of or access to the Service by Customer or its End Users in violation of this Subscriber Agreement or our User Terms and Conditions; or (ii) any data or Customer Data transmitted or received through, or posted or stored in, Customer’s account.
- By Brainy Software LLP. Brainy Software LLP hereby agrees to indemnify, defend and hold harmless Customer and its employees, contractors, agents, officers and directors (together the “Customer Affiliates”), from and against any and all Losses arising from or as a result of any claim by a third party against Customer or the Customer Affiliates to the extent based on an allegation that the Service or Brainy Software LLP’s technology used to provide the Service infringes or misappropriates any copyright, trade secret, patent, or trademark right of the third party. In no event will Brainy Software LLP have any obligations or liability under this section arising from: (i) use of the Service in a modified form or in combination with materials not furnished by Brainy Software LLP; (ii) use of any third party app developed using Brainy Software LLP’s API; or (iii) any content, information, or data provided by Customer, End Users, or other third parties. THIS INDEMNITY IS CUSTOMER’S ONLY REMEDY UNDER THIS SUBSCRIBER AGREEMENT FOR ANY VIOLATION BY Brainy Software LLP OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
- Infringement Claims. If the Service becomes, or in Brainy Software LLP’s reasonable judgment is likely to become, the subject of a claim of infringement, then Brainy Software LLP may: (i) obtain the right, at Brainy Software LLP’s expense, for Customer to continue using the Service; (ii) provide a non-infringing functionally equivalent replacement; (iii) modify the Service so that it is no longer infringing. If Brainy Software LLP, in its sole and reasonable judgment, determines that none of the above options are commercially reasonable, then Brainy Software LLP may suspend or terminate Customer’s use of the Service and provide Customer with a pro rata refund of prepaid fees.
- Process. The party seeking indemnification will provide prompt notice concerning the existence of an indemnifiable claim and cooperate fully with the indemnifying party in defending the claim. Failure to give prompt notice shall not constitute a waiver of a party’s right to indemnification and shall affect the indemnifying party’s obligations hereunder only to the extent that the indemnifying party’s rights are materially prejudiced by such failure or delay. The indemnifying party will have full control and authority over the defense of any claim; provided, however, that: (i) the indemnified party may join in the defense at its own expense using counsel of its choice; and (ii) any settlement requiring the party seeking indemnification to admit liability or make any financial payment will require such party’s prior written consent, not to be unreasonably withheld or delayed.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN CONNECTION WITH THEIR RESPECTIVE INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE UNDER THIS SUBSCRIBER AGREEMENT FOR (I) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; OR (II) LOSS OF USE, DATA, BUSINESS REVENUES, PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), GOODWILL, OR OTHER INTANGIBLE LOSSES. UNDER NO CIRCUMSTANCES WILL Brainy Software LLP BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR CUSTOMER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN BY ANY THIRD PARTY. THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER A PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EXCEPT IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL Brainy Software LLP BE LIABLE TO CUSTOMER FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT PAID BY CUSTOMER TO Brainy Software LLP HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
- Hosting of the Service; Export Restrictions. The Service is controlled and operated from facilities in the United Kingdom and the United States of America. Brainy Software LLP makes no representations that the Service is appropriate or available for use in other locations. Customers who access or use the Service from other jurisdictions (or who allow their End Users to do so) do so of their own volition and are responsible for compliance with all applicable local laws and regulations, including but not limited to export and import regulations. If Customer is located outside of the United Kingdom, Customer agrees that Brainy Software LLP may transfer, store and process Customer Data in locations other than Customer’s country.
- Modifications. Brainy Software LLP may revise this Subscriber Agreement from time to time by posting the modified version on its website at least twenty (20) days prior to the effective date of the modifications being made; provided, however, that no such modification shall include a reduction in Customer’s rights or Brainy Software LLP’s obligations unless affirmatively agreed to by Customer in advance. If, in Brainy Software LLP’s sole and reasonable discretion, the modifications being proposed are material, Brainy Software LLP will notify Customer of such proposed modifications via email to the email address associated with Customer’s account. By continuing to access or use the Service after the posted effective date of modifications to this Subscriber Agreement that do not include a reduction in Customer’s rights or Brainy Software LLP’s obligations hereunder, Customer agrees to be bound by such modifications.
- Governing Law; Binding Arbitration and Class Action Waiver. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
This Subscriber Agreement will be governed by the laws of England and Wales. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
Claims relating to this Agreement or the Service will be resolved through final and binding arbitration, except as set forth below. Initial Dispute Resolution: The parties agree that most disputes can be resolved without resort to litigation. The parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with each other, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration. Accordingly, before initiating a lawsuit or arbitration, Customer Agrees to contact Brainy Software LLP to attempt to resolve the dispute in good faith. Binding Arbitration & Class Action Waiver: If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time the informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to the Agreement (including its formation, performance and breach), the parties’ relationship with each other and/or your use of the Services shall be finally settled by binding arbitration Thus, THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that arbitration can proceed on a class basis, then the disputes, claims or controversies will not be subject to arbitration and must be litigated in England and Wales. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of the Subscriber Agreement, including, but not limited to any claim that all or any part of the Subscriber Agreement is void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written, and binding on the Parties and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Arbitration will be held in England and Wales. If any court or arbitrator determines that this arbitration provision is void or unenforceable for any reason or that the parties are not bound to arbitrate their claims, then the disputes, claims or controversies deemed not to be subject to arbitration must be litigated in England and Wales. Exception: Litigation of Intellectual Property Claims: Notwithstanding the foregoing, disputes, claims, or controversies concerning (1) either party’s patents, copyrights, moral rights, trademarks, and trade secrets or (2) claims of piracy or unauthorized use of the Services (collectively, “IP Claims”) shall not be subject to arbitration.
- Relationship of the Parties. The parties are and shall be independent contractors with respect to all services provided under this Subscriber Agreement.
- Force Majeure. Except for payment obligations, neither Brainy Software LLP nor Customer will be liable for inadequate performance to the extent caused by a condition that is beyond the party’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, governmental actions and interruption or failure of the Internet or any utility service.
- Assignment. Neither this Subscriber Agreement nor any of the rights and licenses granted hereunder, may be transferred or assigned by either party without the other party’s express written consent; provided, however, that either party may assign this Subscriber Agreement without the other party’s consent to an affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. Any other attempt to transfer or assign this Subscriber Agreement will be null and void.
- Entire Agreement. This Subscriber Agreement, together with any Customer purchase order or order form associated herewith (as limited by Section 6), constitutes the entire agreement of the parties concerning the subject matter hereof and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter hereof. If a court of competent jurisdiction deems any provision of this Subscriber Agreement invalid, the invalidity of such provision shall not affect the validity of the remaining provisions hereof, which shall remain in full force and effect
- No Waiver. No waiver of any term of this Subscriber Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Subscriber Agreement shall not constitute a waiver of such right or provision.
- Communications from Brainy Software LLP. You agree to receive electronically all communications, agreements, documents, notices, and disclosures that we provide in connection with the Service (“Communications”). We may provide Communications in a variety of ways, including by e-mail, text, in-app notifications, or by posting them on the Brainy Software LLP website or through the Service. You agree that all Communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
For questions about these or any Brainy Software LLP terms or policies, email us at email@example.com.
Last Updated: May 25th 2018
All users of the Brainy Software LLP Service are expected to comply with this Acceptable Use Policy.
Acceptable Use of the Service
- Disruption of the Service. You may not:
- access, tamper with, or use non-public areas of the Service, Brainy Software LLP’s computer systems, or the technical delivery systems of Brainy Software LLP’s providers;
- probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;
- access or search the Service by any means other than Brainy Software LLP’s publicly supported interfaces (for example, “scraping”);
- attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources (e.g. using “bots” or other automated systems to send requests to our servers at a rate beyond what could be sent by a human user during the same period of time)
- interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service.
- Misuse of the Service. You may not utilize the Service to carry out, promote or support:
- any unlawful or fraudulent activities;
- the impersonation of another person or entity or the misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
- activities that are defamatory, libelous or threatening, constitute hate speech, harassment, or stalking;
- the publishing or posting other people’s private or personally identifiable information, such as credit card numbers, street address or Social Security/National Identity numbers, without their express authorization and permission;
- the sending unsolicited communications, promotions advertisements, or spam;
- the publishing of or linking to malicious content intended to damage or disrupt another user’s browser or computer; or
- promotion or advertisement of products or services other than your own without appropriate authorization.
- Content Standards Within the Service. You may not post any Content on the Service that:
- violates of any applicable law, any third party’s intellectual property rights, or anyone’s right of privacy or publicity;
- is deceptive, fraudulent, illegal, obscene, pornographic (including child pornography, which, upon becoming aware of, we will remove and report to law enforcement), defamatory, libelous or threatening, constitutes hate speech, harassment, or stalking;
- contains viruses, bots, worms, or similar harmful materials; or
- contains any information that you do not have a right to make available under law or any contractual or fiduciary duty.
- Violations of this Acceptable Use Policy. In addition to any other remedies that may be available to us, Brainy Software LLP reserves the right to immediately suspend or terminate your account or your access to the Service upon notice and without liability for Brainy Software LLP should you fail to abide by this Acceptable Use Policy. If you are a user of the Service under your employer or organization’s account, Brainy Software LLP reserves the right to notify your employer or organization of any violations of this Acceptable Use Policy.
- Modifications. Brainy Software LLP may amend or modify this Acceptable Use Policy from time to time in its sole and reasonable discretion. We will post any such changes on our website. If you object to any such change(s), your sole recourse shall be to cease using the Service. Continued use of the Service following notice of any such changes shall constitute your acknowledgement and acceptance of such changes.
For questions about these or any Brainy Software LLP terms or policies, email us at firstname.lastname@example.org.
Effective Date: May 25th 2018
What are Cookies?
Cookies are text files containing small amounts of information which are downloaded to the browser that you use when you visit a site. The entity that places cookies on your browser can then read the information on that cookie that it set. Cookies are typically classified as either “session cookies” which do not stay on your device after you close your browser or “persistent cookies” which will usually remain on your device until you delete them or they expire. Different cookies are used to perform different functions:
- Essential Cookies: Some cookies are essential and enable you to move around the Services and use their features, such as accessing secure areas of the Services. Without these cookies, we cannot enable appropriate content based on the type of device you are using.
- Functionality Cookies: These cookies allow us to remember choices you make on our websites (such as your preferred language or the region you are in).
- Analytics Cookies: We use our own cookies and/or third-party cookies and other identifiers (such as web beacons) to see how you use our Services in order to enhance their performance and develop them according to the preferences of our customers and visitors. For example, cookies and web beacons may be used to: maintain a consistent look and feel across our Services; track and provide trend analysis on how our users interact with our Services; track errors and measure the effectiveness of our promotional campaigns.
- Advertising Cookies: These cookies record your visit to our Services, your opening and review of our emails, the pages you have visited, and the links you have clicked. They gather information about your browsing habits and remember that you have visited a website. We or our service providers may use this information to make advertisements more relevant to you.
We have little control over these “third party” cookies, so we suggest that you check the respective privacy policies for these external services to help you understand what data these organizations hold about you and what they do with it.
- DoubleClick: http://www.google.com/policies/technologies/ads/
- Facebook: https://www.facebook.com/policy.php
- Google AdWords: https://support.google.com/adwords/answer/2549116?hl=en
- Google Analytics: http://www.google.com/analytics/learn/privacy.html
- Google Tag Manager: https://www.google.com/analytics/tag-manager/faq/
- Google+: https://www.google.com/policies/privacy/
- Twitter: https://twitter.com/privacy?lang=en
- YouTube: https://www.youtube.com/static?template=privacy_guidelines
We may also use electronic images known as web beacons on our Services – sometimes called “clear GIFs” or “single-pixel GIFs”. Web beacons are used to deliver cookies on our Services, count clicks/users/visitors, and deliver co-branded content or services. We may include web beacons in our promotional e-mail messages or newsletters to determine whether messages have been opened and acted upon. Our Services may also contain web beacons from third parties to help us compile aggregated statistics regarding the effectiveness of our promotional campaigns or other website operations. These web beacons may allow the third parties to set or read cookies on your device.
There are a number of ways you can manage what cookies are set on you devices. Essential cookies, however, cannot be disabled. If you do not allow certain cookies to be installed, the Services may not be accessible to you and/or the performance, features, or Services of the website may be compromised.
1. Advertising Cookies
If you would like to disable advertising cookies, you can visit http://www.youronlinechoices.com. If you choose to turn off these cookies you will still see advertising on the internet but it may not be tailored to your interests. It does not mean that you won’t be served any advertisements while online. You can also manage this type of cookie in the privacy settings on the web browser you are using. Please see below for more information.
2. Browser Settings
You can disable and/or delete most types of cookies by using your browser settings. Please note that if you use your browser settings to block all cookies you may not be able to access parts of our or others’ services. The following links provide information on how to modify the cookies settings on some popular browsers:
- Apple Safari http://support.apple.com/kb/PH5042
- Google Chrome https://support.google.com/chrome/bin/answer.py?hl=en&answer=95647&p=cpn_cookies
- Microsoft Internet Explorer http://windows.microsoft.com/en-US/windows7/How-to-manage-cookies-in-Internet-Explorer-9
- Mozilla Firefox http://support.mozilla.org/en-US/kb/Cookies
3. Cross-Device Cookies
If you wish to opt out of our ability to track you across devices, you may install the Google Analytics Opt-out Browser Add-on by clicking here.
Do Not Track Signals
There is no uniform or consistent standard or definition for responding to, processing, or communicating Do Not Track signals. At this time the Services do not function differently based a user’s Do Not Track signal. For more information on Do Not Track signals, see All About Do Not Track.
Effective Date: May 25th 2018
The GDPA (General Date Protection Regulations) are in force from 25th May 2018.
Please note that since the GDPR is so new it is very likely that this section will be updated when we are made aware of new information.
As a user of the Services you may be interested to read the following:
Our Services have always been designed to be secure. The GDPR has not caused us to changed any of our Services. However, to comply with the new regulations please take note of the following:
- For security reasons, we do not divulge the technical details of our Services and the systems that underpin these.
- Customer data, which includes personal data, is primarily stored in UK data centres. However, where there are exceptions to this the Customer will be made aware of the alternative locations via a separate communication which will in effect be an addendum to this statement.
- Live data is stored permanently in our systems. However, personal data can be anonymised when necessary.
- Backup data is stored for up to two months.
- Live data can be accessed by:
- the individuals who own the data – i.e. an individual can access and maintain their own, but not others, personal data
- system (Service) administratos
- Brainy Software LLP staff in a technical support capacity
- Administrators can erase personal data when necessary and under their control.
- If an individual requests a copy of their personal data this can be made available within a reasonable timescale, in any event not more than 45 days. This may incurr a support fee.
Effective Date: May 25th 2018
We respect artist and content owner rights and we expect our users to do the same. It is our policy to respond to claims of infringement in compliance with the copyright law. If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, please complete the following Notice and deliver it to the contact information provided below.
You must provide the following information in writing in your Notice:
- Identify the copyrighted work that you claim has been infringed;
- Identify the material that is claimed to be infringing and where it is located on the Service;
- Provide reasonably sufficient information to permit us to contact you, such as your address, telephone number, and, e-mail address;
- Provide a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;
- Provide a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner; and
- Provide an electronic or physical signature of a person authorized to act on behalf of the copyright owner;
Deliver the Notice, with the above information completed, to our offices at:
85 The Hawthorns
IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND LEGAL FEES.
Please be aware that this procedure is only for notifying us that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under copyright law, but do not constitute legal advice.
We have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
For questions about these or any Brainy Software LLP terms or policies, email us at email@example.com.
Effective Date: May 25th 2018
- UK Legal Process Requirements. We disclose user information solely in accordance with our published Terms and Conditions and applicable UK law. In accordance with UK law:
- A jurisdictionally valid subpoena, issued in connection with an official criminal investigation, is required to compel the disclosure of basic user records, which may include name, length of service, credit card information (including billing address), email address(es), and an IP address, if available.
- A court order is required to compel the disclosure of certain records or other information related to a user account (not including contents of communications), which may include message headers and IP addresses, in addition to the basic user records identified above.
- A search warrant properly issued, based on a showing of probable cause, is required to compel the disclosure of the stored contents of any account, which may include messages, attachments, or other content of communications within a user’s account.
- Account Preservation Requests. We will take reasonable steps to preserve account records in connection with official criminal investigations for a period of 90 days pending our receipt of a formal legal request for user data. You may request the preservation of records via email, fax or mail as indicated below.
- Information Required in Connection With Your Request.
- Your Contact Information.
- Requesting Agency’s name
- Requesting Agent’s name
- Requesting Agent’s badge/identification number
- Requesting Agent’s Agency-issued Email address
- Requesting Agent’s telephone number, including extension
- Requesting Agent’s mailing address (PO Box not acceptable)
- Requested response date (please allow at least 3 weeks for processing)
- Data Request Information
- Full (first and last) name of the Brainy Software LLP User
- Email address(es) associated with the User’s account
- A clear and specific description of the data being requested (we will be unable to process overly broad or vague requests)
- Your Contact Information.
- Data Availability. We will search for and disclose data that is specified with particularity in an appropriate form of legal process and which we are reasonably able to locate and retrieve.
- User Notification. Brainy Software LLP’s policy is to notify users of requests for their information, which includes a copy of the request, prior to disclosure so that they may have an opportunity to challenge such request unless: (a) we are prohibited from doing so by law or court order; (b) there are exceptional circumstances, such as an emergency involving the risk of bodily injury or death to a person or group of people or potential harm to minors; or (c) prior notice would be counterproductive (for example, if we believe that the account in question has been hijacked). Law enforcement officials who believe that notification would jeopardize an investigation should obtain a proper court order or other appropriate process establishing that notice is prohibited. Please note that Officer authored affidavits, cover letters or similar statements are not sufficient to preclude notice to our users. Please note that in situations where a data request draws attention to an ongoing violation of our Terms and Conditions we may, in order to protect our service and its Users, take action to prevent any further abuse, including actions that could notify the User(s) who are the subject of your data request that we are aware of their misconduct.
- Submitting Your Request. A data request may be served by certified mail, express courier, or in person at our corporate headquarters at the following address: Brainy Software LLP 85 The Hawthorns, Flitwick MK45 1FN
For questions about these or any Brainy Software LLP terms or policies, email us at firstname.lastname@example.org.