TERMS AND CONDITIONS

These TERMS AND CONDITIONS (this “Agreement”) concern the www.letsbrainstorm.com website (together with its pages, features, and functions, the “Site”) and all associated services described further below (the “Services”). This Agreement is made and entered into by and between you, and any person helping you visit, access, register with or use the Site or the Services (collectively, “you” or “your”), on the one side, and Let’s Brainstorm LLC (“Let’s Brainstorm”), on the other side. You and Let’s Brainstorm are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

 

Please read this Agreement carefully before accessing or using the Site or the Services because it constitutes a legally binding contract between you and Let’s Brainstorm. THIS INCLUDES THE “DISPUTE RESOLUTION” CLAUSE CONTAINED IN THIS AGREEMENT, WHICH PROVIDES FOR BINDING ARBITRATION AND WAIVERS OF JURY TRIALS AND CLASS ACTIONS.

 

You are automatically accepting and agreeing to the most recent version of this Agreement whenever you create, register with, become a course participant or member, or log into an account on or through the Site. Similarly, you are automatically accepting and agreeing to the most recent version of this Agreement whenever you visit, access, register with, subscribe to or use the Site or the Services; and your continuing visit, access, registration with, subscription to or use of any of the foregoing reaffirms your acceptance and agreement in each instance.

 

If you do not accept and agree to this Agreement in its entirety, then you are strictly prohibited from visiting, accessing, registering with, participating in a course through or using the Site or the Services.

 

Let’s Brainstorm may supplement, amend or otherwise modify this Agreement at any time.  Such modifications will be posted on this or another page of the Site, emailed to the email address associated with your User Account (defined below) or posted to your User Account (defined below), as applicable and as Let’s Brainstorm deems appropriate in its sole discretion, and such modifications shall be deemed effective as of their stated effective or modification dates.  It is your responsibility to carefully review this Agreement and your User Account (defined below) each time you visit, access, register with, subscribe to or use the Site or the Services.

1. Eligibility. The Site and the Services are offered only to users eighteen (18) years of age or older, or otherwise the age of majority in each user’s respective jurisdiction, and who have accepted this Agreement.  By visiting, accessing, registering with, subscribing to or using the Site or the Services, you represent and warrant to Let’s Brainstorm that you meet these eligibility requirements. You agree to comply with all applicable laws for visiting, accessing, registering with, subscribing to and using the Site and the Services, and for purchasing and using any educational content or services on or through the Site, and you may only use them for lawful purposes.

 

2. Privacy.

 
a.    Privacy Policy.  Let’s Brainstorm respects the privacy of others. Let’s Brainstorm’s policies concerning the collection and use of your personal information in connection with the Site are set forth in Let’s Brainstorm’s PRIVACY POLICY, which you should carefully review each time you visit, access, register with, subscribe to or use the Site or the Services.


b.    Express Consent to Privacy Policy. YOU HEREBY EXPRESSLY CONSENT TO LET’S BRAINSTORM AND ITS AFFILIATED COMPANIES COLLECTING AND USING INFORMATION ABOUT YOU (INCLUDING YOUR PERSONAL AND NON-PERSONAL INFORMATION) AS DISCLOSED IN LET’S BRAINSTORM’S PRIVACY POLICY.


c.    Express Consent to Services Information. To the extent not already covered by Section 2(b) above, you hereby expressly consent to Let’s Brainstorm’s disclosure to its affiliates and other third parties of information that identifies you as having requested or obtained specific services from Let’s Brainstorm. By giving such consent, you agree that no such disclosure shall violate applicable laws, rules, or regulations. 

3. Description of Services. The Services include Let’s Brainstorm’s provision of educational content and programs (the “Platform”), including those related to the creation of marketing content and brand building activities which may include, without limitation, the information, videos, and other content displayed, transformed, or performed on or through the Site, that are owned or licensed by Let’s Brainstorm.  Let’s Brainstorm reserves the right, but not the obligation, to change or otherwise alter the operation, features and content of the Services as Let’s Brainstorm sees fit in its sole discretion from time to time.

 

4. User Account and Subscriptions.


a.    Registration.  As explained further herein, to secure the right to access and use the registration-only or subscription-only pages or features of the Site or the Services (including any courses), you must register with and create a personal user account with Let’s Brainstorm through the Site (a “User Account”), as well as reaffirm your acceptance of and agreement to this Agreement and those additional terms, conditions and policies referenced herein, as Let’s Brainstorm may require from time to time.  As part of the registration or subscription process, you may be required to satisfy certain conditions precedent imposed by Let’s Brainstorm (including, for example, providing additional information to Let’s Brainstorm, entering into additional agreements with Let’s Brainstorm), and paying any applicable fees or other amounts as Let’s Brainstorm may require from time to time. Unless otherwise permitted by Let’s Brainstorm in writing, you may only have one (1) non-transferable User Account.


b.    User Account Activity and Information.  You are responsible for all activity that occurs under your User Account and are prohibited from authorizing or allowing any third party to access or use your User Account.  Accordingly, you should take all steps necessary to protect and keep secret your User Account details and access information (including your login name and password). You should also maintain accurate, complete, and up-to-date information in your User Account (including, without limitation, maintaining a valid and current email address) because your failure to do so may result in your inability to access, use, or receive all or any part of the Site or the Services and/or Let’s Brainstorm’s termination of this Agreement. For the sake of security, you must immediately notify Let’s Brainstorm if you suspect that a third party has gained access to or is making any use of your User Account without authorization.  For the avoidance of doubt, Let’s Brainstorm has the unencumbered right to access and use, and to allow its agents, employees, representatives, contractors and vendors to access and use, the information in your User Account to facilitate the exercise and performance of Let’s Brainstorm’s rights and obligations under this Agreement, the operation of the Site, the provision and performance of the Services and/or any other rights, obligations, operations and services related to the subject matter of this Agreement.


c.    Subscription Plans and Fees. To secure the right to access and use certain member-only content, features, or functions which may be offered through the Site, you must subscribe to Let’s Brainstorm in the amount of the fee (the “Member Fee”) and pursuant to the terms detailed on the Site, which may be updated from time to time in Let’s Brainstorm’s sole discretion. Accordingly, you understand and acknowledge that, with the exception of any free trial periods, upon your confirmation of purchase you will be charged the Member Fee (which may be a recurring subscription fee) in exchange for your right to access and use the member-only pages and features of the Site. You may manage or cancel your membership (including the automatic renewal of your membership) at any time through your User Account settings. Let’s Brainstorm will provide you with written notice of the upcoming expiration of your any existing membership at least thirty (30) days prior to the expiration of the membership. If you do not cancel your membership or turn off the automatic renewal before the end of the then-existing membership period, then your membership will automatically renew for a period of one (1) year, which you will be responsible for paying. If you cancel your membership or turn off the automatic renewal of your membership within twenty-four (24) hours prior to the end of the then-existing membership period, then your right to access and use the member-only pages and features of the Site will continue through the end of the then-existing membership period and will thereafter cease.  Let’s Brainstorm reserves the right, but not the obligation, to afford you a promotional free trial period or discounted Member Fee amount for accessing and using any or certain subscription-only pages and features of the Site. In the event that you elect to purchase a membership during your promotional free trial period, then any unused portion of time remaining on your promotional free trial period shall be forfeited.  Notwithstanding the foregoing, you hereby understand, acknowledge, and agree that in the event you have been offered a discounted Member Fee amount, you will be charged the normal one (1) year Member Fee upon the termination of the then-existing, discounted subscription period, and you will automatically be charged such normal one (1) year Member Fee amount within twenty-four (24) hours prior to the end of the then-existing subscription period unless you cancel your subscription or turn off the automatic renewal of your subscription through your User Account. 

 

d.    Indemnification.  IF YOU FAIL TO COMPLY WITH ANY TERMS OR CONDITIONS OF SECTION 4(b) ABOVE (WHETHER INTENTIONALLY OR UNINTENTIONALLY), THEN YOU ACCEPT FULL RESPONSIBILITY FOR THE CONSEQUENCES THEREOF (INCLUDING, WITHOUT LIMITATION, ANYUNAUTHORIZED CHARGES AND PAYMENTS, ANY UNAUTHORIZED CHANGES TO YOUR USER ACCOUNT INFORMATION AND SETTINGS AND ANY UNAUTHORIZED ACCESS OR USE OF YOUR USER ACCOUNT); AND YOU AGREE TO INDEMNIFY, RELEASE AND HOLD HARMLESS LET’S BRAINSTORM AND LET’S BRAINSTORM’S OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, TRUSTEES, ASSIGNS, TRANSFEREES, CONTRACTORS, VENDORS AND LICENSEES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, SUITS, DEMANDS, ACTIONS, JUDGMENTS, LOSSES, DAMAGES, FINES, PENALTIES AND EXPENSES (INCLUDING COSTS AND REASONABLE OUTSIDE ATTORNEY FEES) INCURRED BY OR ASSERTED AGAINST ANY SUCH INDEMNITEES, ARISING OUT OF OR IN CONNECTION WITH YOUR FAILURE TO COMPLY WITH SUCH TERMS OR CONDITIONS.

 

5. Your Devices.  Certain portions of the Site or the Services may be configured for, and Let’s Brainstorm may offer the Site or the Services through, certain computers, tablets, smart phones or other electronic devices (“Device(s)”), and this Agreement shall apply with equal force and measure to your visit, access, registration with, subscription to and use of the Site and/or the Services through such Devices. You are responsible for obtaining and updating the Device, software, operating system, carrier and network access necessary to properly visit, access, register with and use the Site and the Services. Let’s Brainstorm does not guarantee that the Site, the Services, or any portions thereof will function on or in connection with any particular Device, software, operating system, carrier or network. If you visit, access, register with, subscribe to or use the Site or the Services through a particular Device, then you hereby acknowledge and agree that information about your use of the Site or the Services through that Device or its carrier or network (such as, by way of example only, the identity of your Device, or your Device’s carrier or network) may be communicated to Let’s Brainstorm and/or certain third parties (such as, by way of example only, your Device’s carrier or network).  ALL OR ANY PART OF THE VOICE, MESSAGE AND DATA FEES, RATES, CHARGES AND TAXES OF YOUR DEVICE’S CARRIER OR NETWORK, OR ANOTHER THIRD PARTY, MAY APPLY TO YOUR VISIT, ACCESS, REGISTRATION WITH, SUBSCRIPTION TO AND/OR USE OF THE SITE AND/OR THE SERVICES. LET’S BRAINSTORM IS NOT RESPONSIBLE FOR, AND YOU FURTHER ACCEPT FULL RESPONSIBILITY FOR, ALL DEVICE CARRIER AND NETWORK FEES, RATES, CHARGES AND TAXES WHICH MAY APPLY, IF ANY.

 

6. Ownership. 

 

a.    Site Content.  The Site, the Services, and all elements and derivatives of the foregoing (including, without limitation, all content, information, courses, videos, audio clips, source codes, object codes, data, instructions, documentation and expressions), as well as all copyrights, trademarks, trade secrets and other intellectual properties of the foregoing, are owned, licensed or permissibly used by Let’s Brainstorm.  In no event shall you have or retain any rights, titles or interests in or to the foregoing other than those limited rights expressly granted to you under this Agreement.  No rights or permissions granted to you under this Agreement are coupled with an interest.  Nothing contained in this Agreement shall be construed as a waiver or limitation of Let’s Brainstorm’s or its licensors’ respective rights and remedies under applicable law.


b.    No Automated or Systematic Content Collection.  You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our Site or the content contained herein without our prior express written permission. You agree that you will not use any device, software or routine to bypass any code which may be included to prevent you from breaching the obligations in this paragraph or to interfere or attempt to interfere with the proper working of the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our or our host’s infrastructure. You may not engage in the practices of “screen scraping,” “database scraping,” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from this Site, in any manner or in any quantities not authorized by Let’s Brainstorm. Systematic retrieval of data from this site to create or compile directly or indirectly, in whole or in part, a collection, compilation, database or directory without the express written permission of Let’s Brainstorm is strictly prohibited. You may not frame or utilize framing techniques to enclose any trademark, logo, content, report or other proprietary information (including images, text, page layout, or form) on this Site without prior express written consent. You may not “mirror” the materials on this Site on any other server. You may not copy any of the content included in the product descriptions included on this Site (including any images included in connection with the product descriptions) or otherwise use all or any material part of the product description or any other aspect of the Site without the specific prior consent of Let’s Brainstorm following a detailed request setting forth the requested use of such content.

 

c.     Intellectual Property Notices.  The logos, and other trademarks, service marks, tradenames and service names included on the Site (“Marks”) are owned or licensed by Let’s Brainstorm LLC or its affiliates. These trademarks include, but are not limited to Let’s Brainstorm™ and the Let’s Brainstorm logo. You agree not to copy, display or otherwise use any of the Marks without the prior written permission of Let’s Brainstorm. Notwithstanding the foregoing, the Marks may not be used in any manner likely to cause confusion, disparage or dilute these marks and/or in connection with any product or service that is not authorized or sponsored by Let’s Brainstorm or its affiliates. The entire Site, and all object code and source code, text, graphics, multimedia content, including but not limited to images, illustrations, html and other markup languages, and all scripts within the site associated therewith, are Copyright 2019-2020, Let’s Brainstorm LLC. All rights reserved worldwide. The copyrights and other proprietary property may not be duplicated or used without Let’s Brainstorm’s express prior written consent.

 

7. Rights, Permissions, and Consents.


a.    License of the Site.  Subject to the terms and conditions of this Agreement, Let’s Brainstorm grants you a limited, non-exclusive, personal, freely-revocable, non-transferable, and non-sub-licensable license to access and view the various publicly displayed pages of the Site, and to view the information and content found thereon.  If you have a User Account in good standing, then, subject to any associated payment, registration, and subscription obligations imposed by or with the prior consent of Let’s Brainstorm, said license shall extend to the courses offered throught the site or other registration-only or subscription-only pages, features, or functions of the Site or the Services, as applicable.  Your unauthorized use of the Site or the Services, or any breach by you of this Agreement, automatically terminates this license.


b.    License of the Services.  If you have a User Account in good standing, then, subject to the terms and conditions of this Agreement, and any associated payment and registration or subscription obligations imposed by or with the prior consent of Let’s Brainstorm, Let’s Brainstorm grants you a limited, non-exclusive, personal, freely-revocable, non-transferable, and non-sub-licensable license to access and use the Services made available on or through the registration-only or subscription-only pages and features of the Site, as applicable, for your personal use of the Services, with such use being limited to the country or other jurisdiction in which you have established your User Account, and with such use being further limited to those geographic areas where Let’s Brainstorm offers the applicable Services.  For the avoidance of doubt, the foregoing license does not grant you any right to reproduce (other than Let’s Brainstorm-permitted downloads, if any), publicly perform, publicly display, publish, distribute, transmit, or create derivatives of the Services or any elements or derivatives thereof (including, without limitation, any content, information, source codes, object codes, data or documentation found thereon or therein, in whole or in part), and you are prohibited from engaging in any such activities.  For the further avoidance of doubt, Let’s Brainstorm may, from time to time, conduct certain audit, repair, modification or testing activities in relation to the Site and/or the Services for purposes of developing, operating, improving, researching, troubleshooting, repairing, updating or modifying the foregoing; and Let’s Brainstorm reserves the right, but not the obligation, to perform such activities without notice to you, and to exclude you from those activities without notice to you.  In the event of the termination of this Agreement, the termination or cancellation of your User Account, or your sale or otherwise transfer to a third party of a Device containing any downloads from the Services, whichever is earlier, you must remove from all of your Devices all downloads from the Services to those Devices upon such termination or cancellation or before the time of such sale or other transfer.  Your unauthorized use of the Site or the Services, or any breach by you of this Agreement, automatically terminates this license.


c.    License of User Materials. All names, videos, photographs, information, communications, and any other content that you submit to or publish on, through or in relation to the Site or the Services, including those which you submit to or publish on any online social media account (e.g., Facebook, Google Plus, Twitter, Instagram) that you own and link or otherwise associate with the Site or your User Account is hereinafter defined as the “User Materials.” You hereby grant Let’s Brainstorm an irrevocable, non-exclusive, royalty-free, fully-paid, transferable, sub-licensable, perpetual and universe-wide license for Let’s Brainstorm to host, store, reproduce, transmit, distribute, sell, resell, license, sublicense, market, modify, adapt, create derivative works, communicate, publish, syndicate, publicly perform, publicly display, archive and otherwise use and exploit all or any part of such User Materials and any elements and derivatives thereof in any manner, medium or form, whether now known or hereinafter devised, as Let’s Brainstorm deems appropriate, in Let’s Brainstorm’s sole discretion, to offer, perform, provide, and/or operate the Site, the Services, and Let’s Brainstorm’s business. As further described in the Site’s PRIVACY POLICY, Let’s Brainstorm may dispose of or delete any such personal or non-personal information at any time, except as set forth in any other agreement or document executed by Let’s Brainstorm or as required by applicable law. 


d.    Reservation of Rights.  Nothing in this Agreement shall restrict or limit Let’s Brainstorm’s rights, titles or interests in or to the Site, the Services, the User Materials or any elements or derivatives of the foregoing.


e.    Warnings; Disclaimers.  PLEASE NOTE THAT THE USER MATERIALS MIGHT BECOME THE SUBJECT OF PUBLIC DISCLOSURE.  THUS, OTHER THAN AS SET FORTH IN ANY OTHER AGREEMENT EXECUTED BY LET’S BRAINSTORM OR AS REQUIRED BY APPLICABLE LAW, NEITHER LET’S BRAINSTORM NOR LET’S BRAINSTORM’S SUCCESSORS, ASSIGNS, TRANSFEREES, OR LICENSEES ARE RESPONSIBLE FOR, AND EXPRESSLY DISCLAIM, ANY LIABILITY ARISING FROM OR IN CONNECTION WITH ITS USE OF ANY USER MATERIALS IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.

 

8. Suspension or Termination of Service; Disclaimer. Let’s Brainstorm has the right, but not the obligation, to suspend or terminate the function or existence of all or any part of the Site at any time, and without notice or recourse, as Let’s Brainstorm deems advisable in its sole discretion.  LET’S BRAINSTORM SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE THAT IS CAUSED BY OR ARISES FROM OR IN CONNECTION WITH ANY SUCH SUSPENSION OR TERMINATION (INCLUDING, WITHOUT LIMITATION AND BY WAY OF EXAMPLE ONLY, REFUNDS, LOST PROFITS, LOST OPPORTUNITIES, MONETARY DAMAGES, DISRUPTION IN OR LOSS OF SERVICE OR LOSS OF CONTENT).

 

9. Payments.

a.    Products and Services. Let’s Brainstorm might offer, sell, license or otherwise make available various content, courses or services on, through or in relation to the Site (including, without limitation, the Services), some of which might only be made available to you upon completion and submission of an online form or other instructions provided to you by Let’s Brainstorm.  In either situation, Let’s Brainstorm’s third-party payment processing vendor may facilitate the transaction as an intermediary through the provision or operation of the online technological platform or online payment processing application. Let’s Brainstorm has the right to refuse its products and services to you if it suspects that you are in any way involved in fraudulent or illegal activity. 


b.    Third Party Payment Processing Vendor. All credit card, debit card and other monetary transactions on or through the Site shall occur through an online payment processing application that is provided by a third-party vendor(s) and accessible through the Site. LET’S BRAINSTORM’S RELATIONSHIP WITH ITS THIRD-PARTY PAYMENT PROCESSING VENDOR(S), IF ANY, IS MERELY CONTRACTUAL IN NATURE, AS IT IS NOTHING MORE THAN A THIRD-PARTY VENDOR AND IS IN NO WAY SUBJECT TO LET’S BRAINSTORM’S DIRECTION OR CONTROL; THUS, THEIR RELATIONSHIP IS NOT, AND SHOULD NOT BE CONSTRUED AS, ONE OF FIDUCIARIES, FRANCHISORS-FRANCHISEES, AGENTS-PRINCIPALS, EMPLOYERS-EMPLOYEES, PARTNERS, JOINT VENTURERS, CONTRACTORS OR THE LIKE.


c.    Payment Authorization. If you provide Let’s Brainstorm with your payment information, then you authorize Let’s Brainstorm to do the following as Let’s Brainstorm deems necessary, although Let’s Brainstorm has no obligation to do so: (a) share your payment information with the third-party payment processing vendor(s), and (b) obtain your updated payment information from your payment issuer, the third-party payment processing vendor(s), and/or applicable third-party providers. 


d.    Payment Obligations.  You agree that you are responsible for the payment of all amounts that accrue under your account(s) with Let’s Brainstorm, the Site or in relation to the performance of the Services, if any. You also agree to be responsible for all payments, fines, penalties, and other liabilities incurred by any such person or entity that arises out of or relates to payments that you authorize or accept on or through the Site (including, without limitation, all fees, penalties, taxes, and duties) and to be responsible for all expenses (including costs and reasonable outside attorney fees) and interest incurred by any such person or entity to collect any such overdue amounts.


e.    Waiver of Claims; Unauthorized Payments.  TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO WAIVE ALL CLAIMS AGAINST LET’S BRAINSTORM RELATED TO ANY UNAUTHORIZED PAYMENTS MADE ON, THROUGH OR IN RELATION TO YOUR ACCOUNT(S) WITH LET’S BRAINSTORM, LET’S BRAINSTORM’S THIRD-PARTY PAYMENT PROCESSING VENDOR(S), ANY OTHER THIRD-PARTY PROVIDERS AND/OR ANY OTHER PERSON OR ENTITY, REGARDLESS OF WHETHER THEY ARE AUTHORIZED OR UNAUTHORIZED. However, you may submit a claim of the unauthorized payment to Let’s Brainstorm, and Let’s Brainstorm will undertake a reasonable investigation as Let’s Brainstorm sees fit under the circumstances of and, if Let’s Brainstorm deems appropriate, assist in correcting the alleged unauthorized payment; provided, that such claim (each, an “Unauthorized Payment Claim”) is received by Let’s Brainstorm within fifteen (15) days of the subject charge or payment. Each Unauthorized Payment must be submitted by email to info@letsbrainstorm.com, with a subject line of “Claim Concerning Unauthorized Payment.

 

For each Unauthorized Payment Claim, please state “Claim Concerning Unauthorized Payment, in the e-mail or letter subject line, and clearly state the following in the body:

  • The date and approximate time of the subject transaction;

  • The services tendered or to be tendered under the subject transaction;

  • The total monetary amount of the subject transaction;

  • A detailed explanation for why you believe the charge or payment under the subject transaction is unauthorized;

  • The monetary amount of the subject transaction you believe is subject to a refund; and

  • Your name, street address, city, state, zip code, and e-mail address.

IF YOU SEND AN UNAUTHORIZED PAYMENT CLAIM BY MAIL, THEN PLEASE DO SO BY U.S. CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO ALLOW FOR CONFIRMATION OF MAILING, DELIVERY, and TRACKING. COMPANY WILL NOT ACCEPT AN UNAUTHORIZED PAYMENT CLAIM VIA TELEPHONE OR FACSIMILE. COMPANY IS NOT RESPONSIBLE FOR ANY UNAUTHORIZED PAYMENT CLAIM THAT IS INCOMPLETE, INCORRECTLY LABELED, INCORRECTLY SENT OR UNTIMELY

f.    Accurate Payment Information. You represent and warrant to Let’s Brainstorm that any payment information you provide on or through the Site is current, complete, accurate, and that you will promptly notify Let’s Brainstorm if your payment information has changed (such as a change in address or expiration date), if your payment method has been cancelled, or if you become aware of a breach of security. 


g.    No Refunds, Returns, and Exchanges. All sales and payments made with respect to the Site or any products and services offered, sold or provided to you on or through the Site (including, without limitation, the Services), as applicable, are final, irrevocable, and not subject to or eligible for refund, return or exchange, in whole or in part, unless otherwise agreed to in a separate writing between you and Let’s Brainstorm, and subject to your full compliance with the terms and conditions of those exceptions.​

 

10.  Electronic Communications.

a.    Express Consent.  YOU HEREBY EXPRESSLY CONSENT TO LET’S BRAINSTORM AND ITS AFFILIATED COMPANIES SENDING YOU ANY TYPE OF ELECTRONIC MESSAGE (INCLUDING, WITHOUT LIMITATION, PUSH NOTIFICATIONS SENT TO YOUR MOBILE DEVICE, MESSAGES SENT TO YOU VIA THE SITE, ADVERTISEMENTS AND OTHER COMMERCIAL EMAILS, INFORMATIONAL EMAILS, ELECTRONIC NOTICES, UPDATES, AND NEWSLETTERS, AND MESSAGES FOR ADVERTISING, TELEMARKING, OR OTHER MARKETING OR PROMOTIONAL PURPOSES), WHETHER THROUGH THE SITE, THE SERVICES OR YOUR USER ACCOUNT, OR BY EMAIL, TELEPHONE, ONLINE SOCIAL MEDIA OR ANY OTHER ELECTRONIC MEDIA MEANS OR FORMS AS LET’S BRAINSTORM DEEMS APPROPRIATE IN ITS SOLE DISCRETION. BY GIVING SUCH CONSENT, YOU AGREE THAT NO SUCH COMMUNICATION SHALL VIOLATE THE TELEPHONE CONSUMER PROTECTION ACT, THE CAN-SPAM ACT, OR ANY OTHER APPLICABLE LAWS, RULES OR REGULATIONS.  VOICE, MESSAGE, AND DATA FEES, RATES, CHARGES AND/OR TAXES MAY APPLY TO YOU, AND YOU ARE RESPONSIBLE FOR PAYMENT OF THE SAME. YOU ARE NOT REQUIRED TO GRANT THE FOREGOING CONSENT AS A CONDITION FOR THE PURCHASE OR LICENSE OF ANY LET’S BRAINSTORM CONTENT, COURSES OR SERVICES. 


b.    Opt-Out. You may opt-out of receiving any electronic messages from Let’s Brainstorm as described in Section 10(a) above at any time by any reasonable means, including, without limitation and by way of example, by sending an email to privacy@letsbrainstorm.com, with a subject line of “Opt-Out of Electronic Communications.” You may also opt-out of receiving push notifications by deselecting or turning off such feature in your mobile phone settings or the settings of your User Account. You may opt-out of receiving any text messages (e.g., short message service, a/k/a SMS, and multimedia messaging service, a/k/a MMS) at any time by following the opt-out instructions in any such text messages you have received and would like to opt-out of receiving. You may also opt-out of receiving certain text messages by managing your electronic communication preferences through your User Account. You acknowledge that opting out of receiving any such communications or push notifications may impact your receipt, the success, and/or the performance of all or any part of the Site, your User Account, Let’s Brainstorm’s content, courses or services (including, without limitation, the Services), and/or your ability to receive certain messages and/or notifications from Let’s Brainstorm.

11.    Submissions. Let’s Brainstorm does not accept unsolicited materials or ideas for businesses, inventions,  content, or the like, and you acknowledge and agree that neither Let’s Brainstorm, nor any of Let’s Brainstorm’s content providers nor any other user of the Site is responsible or liable to you for the similarity of any information or content submitted, published, provided or made available by you on, through or in relation to the Site, the Services, or your User Account.

12.    Prohibited Activities.  You shall not engage in any of the following activities at any time with respect to the Site or the Services: (a) the impersonation of any person or entity; (b) any act that infringes or otherwise violates the intellectual property, privacy or publicity rights of any person or entity (including, without limitation, the copyrights, trademarks, patents, and trade secrets held by Let’s Brainstorm or its licensors with respect to the Site or the Services); (c) the reproduction of the Site or the Services or any communications, information or content found thereon or therein, in whole or in part, or the creation of any derivative works of the foregoing (unless expressly authorized by Let’s Brainstorm herein); (d) the publication of any content that is objectionable or illegal (including, without limitation, content that is indecent, obscene, infringing, an invasion of privacy, defamatory, disparaging, false, deceptive, misleading, untruthful, fraudulent, threatening or abusive); (e) the publication of a person’s or entity’s personal information or private facts without his/her/its prior written consent; (f) the publication of any machine, computer or randomly generated content; (g) supplying or publishing any information or statements on, through or in relation to the Site that is false, misleading, deceptive or incorrect; (h) any act intended or designed to drive traffic to or boost the search rankings of third-party websites, networks, platforms, servers or applications; (i) the systematic retrieval or copying of any information or content found on, through or in relation to the Site, the Services, or their servers to directly or indirectly create or compile, in whole or in part, a collection, compilation, database or directory; (j) the use of any software, program, process, device, application or routine (including, by way of example only, robots, scrapers, spiders, viruses, spyware and malware) to monitor, copy, disrupt, damage, injure, interfere with or impermissibly access, in whole or in part, the Site, the Services, or their servers; (k) any act that involves or concerns decrypting, security bypassing or circumventing, hacking, data mining, data scraping, data harvesting, reverse engineering, decompiling, disassembling, attempting to derive source code, modifying, copying or the like on, through, or in relation to the Site, the Services, or their servers; (l) any act that overloads, unreasonably disrupts, or unreasonably interferes with the infrastructure of the Site, the Services, or their servers; (m) any act that gains or attempts to gain unauthorized access to computer systems, networks, information or materials on, through or in relation to the Site, the Services, or their servers; or (n) any other act that Let’s Brainstorm becomes aware of and believes in good faith is improper, illegal or harmful to the Site, their servers or any person, entity or property.

 

13.  Links to Other Sites, Applications, Networks, Platforms and Servers.

a.    Linked Technologies.  The Site, the Services and/or any communications sent on, through or as a function thereof may contain links to third-party websites, networks, platforms, servers and/or applications, and, similarly, third-party websites, networks, platforms, servers, applications and/or communications may contain links to the Site and/or the Services (collectively, “Linked Technologies”). The Linked Technologies are not under the control of Let’s Brainstorm. The Site, the Services, and any such communications contain the outgoing links as a convenience to you, if for any purpose.

 

b.    Disclaimer About Linked Technologies. LET’S BRAINSTORM IS NOT RESPONSIBLE FOR ANY INFORMATION, CONTENT, GOODS, SERVICES, PROMOTIONS, ADVERTISEMENTS, PROGRAMS, CODES OR OTHER ITEMS WHICH MAY BE FOUND ON OR EXCLUDED FROM THE LINKED TECHNOLOGIES (INCLUDING, WITHOUT LIMITATION AND BY WAY OF EXAMPLE ONLY, MALICIOUS SOFTWARE, SPYWARE PROGRAMS, INACCURATE INFORMATION AND ILLEGAL CONTENT).  LET’S BRAINSTORM DOES NOT MAKE, NOR HAS LET’S BRAINSTORM MADE, ANY REPRESENTATIONS OR WARRANTIES (EXPRESS, IMPLIED OR OTHERWISE) CONCERNING THE TERMS OF USE OR SERVICE, PRIVACY POLICIES, AGREEMENTS, INFORMATION, CONTENT, GOODS, SERVICES, PROMOTIONS, ADVERTISEMENTS, PROGRAMS, CODES OR OTHER ITEMS WHICH MAY BE FOUND ON OR EXCLUDED FROM THE LINKED TECHNOLOGIES; NOR SHALL THE FACT THAT THE SITE MAY LINK TO OR FROM ANY LINKED TECHNOLOGIES CONSTITUTE AN AFFILIATION WITH, ASSOCIATION WITH OR ENDORSEMENT OF SUCH LINKED TECHNOLOGIES OR ANY INFORMATION, CONTENT, GOODS, SERVICES, PROMOTIONS, ADVERTISEMENTS, PROGRAMS, CODES OR OTHER ITEMS WHICH MAY BE FOUND ON OR EXCLUDED FROM SUCH LINKED TECHNOLOGIES.  IF YOU DECIDE TO ACCESS ANY LINKED TECHNOLOGIES, THEN YOU DO SO AT YOUR OWN RISK.

 

14.    Take Down.  If the Site includes functionality for you to share content, Let’s Brainstorm reserves the right, but not the obligation, to take down or otherwise exclude from the Site, without notice or recourse, any communications, names, photographs, information and/or content made or submitted by you or others on or through the Site that Let’s Brainstorm believes at any time and in its sole discretion to be infringing or otherwise in violation of the proprietary, privacy or publicity rights of any person or entity; plagiarizing; defamatory; disparaging; embarrassing towards any person or entity; disclosing of confidential, private or personal information about or belonging to any person or entity; profane; indecent; obscene; racist, sexist, or otherwise derogatory in terms of race, nationality, religion, gender, gender identification, sexual orientation or otherwise; threatening; abusive; illegal; false; misleading; deceptive; inciting violence; hate speech; and/or a political attack on a group or individual.

15.    User Representations, Warranties, and Covenants.  You represent, warrant and covenant to Let’s Brainstorm that: (a) you are a natural person and of eighteen (18) years of age or older, or otherwise the age of majority in your jurisdiction; (b) you have read and understand this Agreement in its entirety; (c) you have the full right and authority to enter into and abide by the terms and conditions of this Agreement; (d) you understand and acknowledge that by accepting this Agreement you are giving up certain legal rights and remedies; (e) you voluntarily accept and agree to, and will fully comply with, the terms and conditions of this Agreement; (f) you will not violate any applicable international, federal, state or local laws which may concern the Site, the Site’s servers, the Services or any information, communications or content found on or through them; (g) you are the exclusive owner of all rights, titles and interests in and to the User Materials (including, without limitation, all copyrights, trademarks, patents, trade secrets, rights of publicity and rights of privacy) and/or, if applicable, have secured all necessary rights and permissions from all subjects depicted in, and all persons and entities who contributed to, the User Materials to allow for your performance and grant of rights hereunder; (h) the User Materials are wholly original to you; (i) the User Materials do not and will not infringe upon or otherwise violate the proprietary, publicity or privacy rights of any person or entity; (j) the User Materials do not and will not defame, disparage, embarrass or disclose confidential, private or personal information about or belonging to any person or entity; (k) nothing contained in the User Materials is or will be, or contains or will contain, links to material that is profane, indecent, obscene, threatening, abusive, illegal, false, misleading or any form of spam, malware, virus, bug, bot, spyware or other malicious or tracking technology; (l) Let’s Brainstorm is not required to seek the permission of or compensate any third party to exercise any of the rights granted by you under this Agreement; (m) no obligation, disability, agreement or adverse claim exists that may restrict your performance or grant of rights hereunder; (n) all information you provide to Let’s Brainstorm in connection with your access or use of the Site and the Services is truthful and accurate; (o) you are not a resident of any jurisdiction where your submission of content or information to the Site would require any compliance obligations of Let’s Brainstorm; and (p) you are not listed on any United States government list of prohibited or restricted parties.

16.   Disclaimers and Limitations.


a.    General Disclaimer.  YOUR VISIT, ACCESS, REGISTRATION WITH, SUBSCRIPTION TO OR USE OF THE SITE AND/OR ANY CONTENT, COURSES OR SERVICES MADE AVAILABLE TO YOU ON, THROUGH OR IN RELATION TO THE SITE (INCLUDING, WITHOUT LIMITATION, THE SERVICES) IN ANY WAY IS DONE AT YOUR OWN RISK.  THE SITE, THOSE PRODUCTS AND SERVICES, THE SUCCESS OR PERFORMANCE OF THE SITE OR THOSE PRODUCTS AND SERVICES AND ALL INFORMATION, COMMUNICATIONS, CONTENT AND FEATURES OFFERED, MARKETED, SOLD, PROVIDED, LICENSED OR MADE AVAILABLE ON, THROUGH OR IN RELATION TO THE SITE OR THOSE PRODUCTS AND SERVICES ARE PROVIDED TO YOU ON AN “AS IS,” “WHERE IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS.  LET’S BRAINSTORM DOES NOT MAKE, NOR HAS LET’S BRAINSTORM MADE, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE (WHETHER DIRECT OR INDIRECT, ORAL OR WRITTEN, OR EXPRESS OR IMPLIED) TO YOU WITH RESPECT TO THE SITE, THOSE PRODUCTS AND SERVICES, ANY SUCH INFORMATION, COMMUNICATIONS, CONTENT AND FEATURES OR PERFORMANCE, FUNCTIONALITY, QUALITY, COMPLETENESS, ACCURACY, RELIABILITY, OR MARKETABILITY. LET’S BRAINSTORM EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS WARRANTIES, IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD FAITH AND FAIR DEALING, TITLE, NON-INFRINGEMENT, PERFORMANCE, FUNCTIONALITY, QUALITY, COMPLETENESS, ACCURACY, RELIABILITY AND SAFETY) AND WARRANTIES ARISING FROM CONDUCT, COURSE OF DEALING, CUSTOM AND USAGE IN TRADE WITH RESPECT TO THE SITE, THOSE PRODUCTS AND SERVICES, ANY SUCH INFORMATION, COMMUNICATIONS, CONTENT OR FEATURES AND THEIR SUCCESS, PERFORMANCE, FUNCTIONALITY, QUALITY, COMPLETENESS, ACCURACY, RELIABILITY, AND MARKETABILITY. LET’S BRAINSTORM DOES NOT MAKE, NOR HAS LET’S BRAINSTORM MADE, ANY AFFIRMATION OF FACT, PROMISE OR WARRANTY (EXPRESS, IMPLIED OR OTHERWISE) RELATING TO THE SITE, THE SERVICES, ANY SUCH INFORMATION, COMMUNICATIONS, CONTENT OR FEATURES OR THEIR SUCCESS, PERFORMANCE, FUNCTIONALITY, QUALITY, COMPLETENESS, ACCURACY, RELIABILITY, OR MARKETABILITY THAT EXTENDS BEYOND THE FACE OF THIS AGREEMENT OR THAT HAS BECOME ANY BASIS OF ANY BARGAIN.

 

b.    Disclaimer About Products and Services.  ALL DESCRIPTIONS, IMAGES, REFERENCES, FEATURES, CONTENT, COURSES AND PRICES OF ANY CONTENT OR SERVICES OFFERED BY LET’S BRAINSTORM ON, THROUGH, OR IN RELATION TO THE SITE (INCLUDING, WITHOUT LIMITATION, THE SERVICES) ARE SUBJECT TO CHANGE AT ANY TIME AND WITHOUT NOTICE TO YOU. THE INCLUSION OF ANY CONTENT OR SERVICES ON, THROUGH OR IN RELATION TO THE SITE (INCLUDING, WITHOUT LIMITATION, THE SERVICES) DOES NOT IMPLY OR WARRANT THAT THEY ARE OR WILL BE AVAILABLE.  IT IS YOUR RESPONSIBILITY TO ASCERTAIN AND OBEY ALL APPLICABLE LOCAL, STATE, FEDERAL AND INTERNATIONAL LAWS (INCLUDING MINIMUM AGE REQUIREMENTS) IN REGARD TO THE RECEIPT, POSSESSION, USE AND SALE OF ANY CONTENT OR SERVICE ORDERED OR PURCHASED ON, THROUGH OR IN RELATION TO THE SITE (INCLUDING, WITHOUT LIMITATION, THE SERVICES). LET’S BRAINSTORM RESERVES THE RIGHT, WITH OR WITHOUT PRIOR NOTICE TO YOU, TO DO ANY ONE OR MORE OF THE FOLLOWING:  (I) LIMIT THE AVAILABLE QUANTITY OF OR DISCONTINUE ANY SUCH CONTENT, COURSE OR SERVICE; (II) IMPOSE CONDITIONS ON THE HONORING OF ANY COUPON, COUPON CODE, PROMOTIONAL CODE OR OTHER SIMILAR PROMOTION; (III) BAR YOU FROM MAKING OR COMPLETING ANY TRANSACTION ON, THROUGH OR IN RELATION TO THE SITE OR THE SERVICES; AND (IV) REFUSE TO PROVIDE YOU WITH ANY SUCH CONTENT, COURSE OR SERVICE.

 

c.    Disclaimer About System Delays.  YOU UNDERSTAND AND ACKNOWLEDGE THAT THE SITE AND/OR THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THIRD-PARTY COMMUNICATION NETWORKS AND FACILITIES THAT ARE OUTSIDE OF LET’S BRAINSTORM’S CONTROL.  ACCORDINGLY, LET’S BRAINSTORM SHALL NOT BE RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS, ANY DELAYS, FAILURES, LOSSES, INJURIES, LIABILITIES OR DAMAGES ASSOCIATED WITH THE SITE AND/OR THE SERVICES THAT RESULT FROM ANY SYSTEM DELAYS, DOWNTIMES, INTERRUPTIONS OR OTHER FAILURES OF OR PROBLEMS WITH THE SITE AND/OR THE SERVICES THAT ARE OUTSIDE OF LET’S BRAINSTORM’S CONTROL (INCLUDING, WITHOUT LIMITATION, SCHEDULED MAINTENANCE OR NETWORK FAILURE).

 

d.    Disclaimer About Certain Information, Communications and Content.  ANY OPINIONS, ADVICE, REVIEWS, STATEMENTS, OFFERS OR OTHER INFORMATION, COMMUNICATIONS OR CONTENT FOUND ON, THROUGH OR IN RELATION TO LET’S BRAINSTORM, THE SITE, THE SERVICES OR ANY THIRD-PARTY PROVIDERS (INCLUDING, WITHOUT LIMITATION, ONLINE FORUMS, OTHER WEBSITES, ADVERTISEMENTS, AND SOCIAL MEDIA PAGES) ARE THOSE OF THEIR RESPECTIVE AUTHORS, AND NOT NECESSARILY THOSE OF LET’S BRAINSTORM; THUS, THEY SHOULD NOT NECESSARILY BE RELIED UPON. SUCH AUTHORS ARE SOLELY RESPONSIBLE FOR THE ACCURACY OF SUCH INFORMATION, COMMUNICATIONS OR CONTENT.  LET’S BRAINSTORM DOES NOT GUARANTEE, ADOPT OR ENDORSE THE ACCURACY, COMPLETENESS, RELIABILITY OR USEFULNESS OF ANY SUCH INFORMATION, COMMUNICATIONS OR CONTENT, EVEN IF LET’S BRAINSTORM IS THE AUTHOR. LET’S BRAINSTORM IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, RELIABILITY OR USEFULNESS OF ANY SUCH INFORMATION, COMMUNICATIONS OR CONTENT. UNDER NO CIRCUMSTANCES SHALL LET’S BRAINSTORM BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY LOSS OR DAMAGE CAUSED BY OR ARISING FROM OR IN CONNECTION WITH YOUR RELIANCE ON ANY SUCH INFORMATION, COMMUNICATIONS OR CONTENT. 

 

e.    Disclaimer About User Activities. IF WE INCLUDE FUNCTIONALITY WHERE USERS CAN SUBMIT STATEMENTS OR INTERACT WITH OTHER SITE USERS, YOU ACKNOWLEDGE THAT ANY USER STATEMENTS OR ACTIVITIES SUBMITTED ON OR THROUGH THE SITE ARE PROVIDED BY THIRD PARTIES OVER WHOM LET’S BRAINSTORM DOES NOT HAVE CONTROL. LET’S BRAINSTORM DOES NOT ACTIVELY SCREEN OR CENSOR ANY USER ACCOUNTS OR OTHER USER STATEMENTS OR ACTIVITIES ON, THROUGH OR IN RELATION TO THE SITE OR THE SERVICES. AS PREVIOUSLY STATED, LET’S BRAINSTORM MERELY PROVIDES A TECHNOLOGY PLATFORM FOR USERS, AND LET’S BRAINSTORM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE ABOUT ANY USER ACCOUNTS OR OTHER USER STATEMENTS OR ACTIVITIES. LET’S BRAINSTORM DOES NOT HAVE ANY OBLIGATION TO SCREEN ANY USER ACCOUNTS OR OTHER USER STATEMENTS OR ACTIVITIES, THOUGH LET’S BRAINSTORM MAY EXCLUDE OR REMOVE A USER ACCOUNT OR OTHER USER STATEMENTS OR ACTIVITIES FROM THE SITE FOR ANY OR NO REASON. LET’S BRAINSTORM CANNOT CONFIRM THE ACCURACY OR COMPLETENESS OF ANY USER STATEMENTS OR ACTIVITIES SUBMITTED ON OR THROUGH THE SITE OR THE SERVICES, AND LET’S BRAINSTORM ASSUMES NO RESPONSIBILITY FOR, AND DISCLAIMS ANY AND ALL LIABILITY IN RELATION TO, THE CONTENT, ACCURACY, COMPLETENESS, LEGALITY, RELIABILITY OR AVAILABILITY OF ANY USER STATEMENTS OR ACTIVITIES (INCLUDING, WITHOUT LIMITATION, ANY COMMUNICATIONS SENT TO YOU BY OTHER USERS IN CONNECTION THERETO). 

 

f.    Limitation of Liability.  IN NO EVENT SHALL LET’S BRAINSTORM OR ANY OF LET’S BRAINSTORM’S OFFICERS, MEMBERS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, TRUSTEES, ASSIGNS, TRANSFEREES, CONTRACTORS, VENDORS OR LICENSEES BE HELD LIABLE TO (OR BE OBLIGATED TO INDEMNIFY) YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LEGAL COSTS, ATTORNEY FEES, LOST PROFITS, REPLACEMENT COSTS OR REPAIR COSTS) CAUSED BY OR ARISING FROM OR IN CONNECTION WITH:  (I) YOUR VISIT, ACCESS, REGISTRATION WITH, SUBSCRIPTION TO OR USE OF THE SITE OR THE SERVICES, OR YOUR INABILITY TO VISIT, ACCESS, REGISTER WITH, SUBSCRIBE TO OR USE THE SITE OR THE SERVICES; (II) ANY CONTENT, EDUCATIONAL COURSES OR SERVICES MADE AVAILABLE ON, THROUGH OR IN RELATION TO THE SITE (INCLUDING, WITHOUT LIMITATION, THE SERVICES); (III) ANY STATEMENTS, CONTENT OR CONDUCT OF ANY THIRD PARTY ON, THROUGH OR IN RELATION TO THE SITE OR ANY SUCH CONTENT, COURSES OR SERVICES; (IV) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR PERSONAL INFORMATION; (V) ANY HACKING, DENIAL OF SERVICE ATTACKS, DATA SECURITY BREACHES OR OTHER THIRD-PARTY CONDUCT THAT MAY LEAD TO A COMPROMISE OF YOUR PERSONAL INFORMATION OR DAMAGE TO YOUR DEVICE(S), SOFTWARE, OPERATING SYSTEM(S), FILE(S), CARRIER(S), NETWORK(S) OR USER ACCOUNT; (VI) ANY TRANSMISSION, DOWNLOAD OR INFECTION OF ANY SOFTWARE, SYSTEM, PROGRAM, FILE, PROCESS, DEVICE, APPLICATION OR ROUTINE (INCLUDING, WITHOUT LIMITATION AND BY WAY OF EXAMPLE ONLY, ROBOTS, SCRAPERS, SPIDERS, VIRUSES, SPYWARE AND MALWARE) THAT MAY LEAD TO A COMPROMISE OF YOUR PERSONAL INFORMATION OR DAMAGE TO YOUR DEVICE(S), SOFTWARE, OPERATING SYSTEM(S), FILE(S), CARRIER(S), NETWORK(S) OR USER ACCOUNT; (VII) THE FACT THAT YOU HAVE RELIED ON ANY INFORMATION, CONTENT OR COMMUNICATIONS PUBLISHED ON, THROUGH OR IN RELATION TO THE SITE OR ANY SUCH CONTENT, COURSES OR SERVICES; OR (VIII) ANY ACTS, ERRORS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS. IF YOU ARE DISSATISFIED WITH THE SITE OR ANY COURSES, CONTENT OR SERVICES OFFERED, SOLD, LICENSED OR MADE AVAILABLE ON, THROUGH OR IN RELATION TO THE SITE (INCLUDING, WITHOUT LIMITATION, THE SERVICES), THEN YOUR SOLE AND EXCLUSIVE REMEDY AGAINST LET’S BRAINSTORM AND/OR LET’S BRAINSTORM’S OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, TRUSTEES, ASSIGNS, TRANSFEREES, CONTRACTORS, VENDORS, OR LICENSEES IS TO DISCONTINUE YOUR ACCESS AND USE OF THE SITE AND SUCH COURSES, CONTENT AND SERVICES.

 

g.    No Injunctive Relief. IF LET’S BRAINSTORM BREACHES OR OTHERWISE VIOLATES THIS AGREEMENT, THEN YOU SHALL NOT BE ENTITLED TO SEEK OR OBTAIN, AND YOU DO HEREBY WAIVE, ANY TYPE OF INJUNCTIVE RELIEF AGAINST THE SITE AND/OR ANY CONTENT, COURSES OR SERVICES MADE AVAILABLE ON, THROUGH OR IN RELATION TO THE SITE (INCLUDING, WITHOUT LIMITATION, THE SERVICES) AS A RESULT OF SUCH BREACH OR OTHER VIOLATION.  FOR THE AVOIDANCE OF DOUBT, THE FOREGOING LIMITATION ON INJUNCTIVE RELIEF DOES NOT LIMIT YOUR ABILITY TO SEEK OR RECOVER ANY MONETARY REMEDIES AUTHORIZED BY LAW IN THE EVENT OF ANY SUCH BREACH OR OTHER VIOLATION (EXCEPT FOR THOSE WHICH ARE OTHERWISE EXPRESSLY PRECLUDED BY THIS AGREEMENT).

 

h.    Limitation of Remedies. IF LET’S BRAINSTORM BREACHES OR OTHERWISE VIOLATES THIS AGREEMENT, THEN IN NO EVENT SHALL YOU BE ENTITLED TO RECOVER ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, SPECULATIVE OR PUNITIVE DAMAGES ARISING OUT OF OR IN RELATION TO SUCH BREACH OR OTHER VIOLATION, EVEN IF LET’S BRAINSTORM HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES; AND IN NO EVENT SHALL LET’S BRAINSTORM’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES, IF ANY, THAT YOU HAVE ACTUALLY PAID DIRECTLY TO LET’S BRAINSTORM UNDER THIS AGREEMENT WITHIN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF SUCH BREACH, IF ANY, OR OTHER VIOLATION OF THIS AGREEMENT, OR THE NON-SUBSCRIPTION AMOUNT PAID BY YOU TO PURCHASE ANY CONTENT, COURSES OR SERVICES THAT ARE THE SUBJECT OF THE DISPUTE, CONTROVERSY OR CLAIM, IF ANY.

 

i.    Consumer Protections.  The disclaimers and limitations set forth in this Section 16 are not intended to limit liability or alter your rights as a consumer that cannot be limited or altered under applicable law.
 

17. General Release of Claims. YOU HEREBY RELEASE AND HOLD HARMLESS LET’S BRAINSTORM AND LET’S BRAINSTORM’S OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, TRUSTEES, ASSIGNS, TRANSFEREES, CONTRACTORS, VENDORS AND LICENSEES FROM AND AGAINST ALL CLAIMS THAT YOU HAVE OR MAY HAVE AGAINST THEM FOR INFRINGEMENT, VIOLATION OF THE RIGHTS OF PRIVACY OR PUBLICITY, DEFAMATION, DISPARAGEMENT, UNPAID BENEFITS, UNPAID WAGES, OVERTIME, DISCRIMINATION, PERSONAL INJURY, PROPERTY DAMAGE, NEGLIGENCE AND/OR ANY OTHER LEGAL THEORY ARISING FROM OR IN CONNECTION WITH THE SITE, THE CONTENT, COURSES OR SERVICES MADE AVAILABLE ON, THROUGH OR IN RELATION TO THE SITE (INCLUDING, WITHOUT LIMITATION, THE SERVICES) AND/OR THE RIGHTS AND PRIVILEGES GRANTED OR CONVEYED BY YOU UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THOSE RIGHTS AND PRIVILEGES RELATING TO THE USER MATERIALS AND/OR ANY ELEMENTS, DERIVATIVES OR MARKETING OF THE FOREGOING).  FURTHER, YOU WAIVE YOUR RIGHT TO (AND IN NO EVENT SHALL YOU SEEK TO) ENJOIN LET’S BRAINSTORM, ANY OF LET’S BRAINSTORM’S OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, TRUSTEES, ASSIGNS, TRANSFEREES, CONTRACTORS, VENDORS OR LICENSEES OR EXERCISE ANY OF THE RIGHTS OR PRIVILEGES GRANTED OR CONVEYED BY YOU UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE USER MATERIALS). 


YOU ALSO HEREBY WAIVE ANY RIGHTS YOU MAY HAVE UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE AND ANY OTHER STATUTE OR COMMON LAW PRINCIPLE OF SIMILAR EFFECT, WHICH PROVIDES:
 

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

18. Indemnification.  You hereby agree to indemnify, release and hold harmless Let’s Brainstorm and Let’s Brainstorm’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors and licensees from and against any and all liabilities, claims, suits, demands, actions, judgments, losses, damages, fines, penalties and expenses (including costs and reasonable outside attorney fees) incurred by such indemnitees, or asserted against such indemnitees by third parties, arising out of or in connection with (a) your acts, errors or omissions, (b) your use of the Site or any content, courses or services made available on, through or in relation to the Site (including, without limitation, the Services) in any manner contrary to the terms and conditions of this Agreement, (c) your violation of the rights of or other injury to any third party, and/or (d) your breach of all or any part of this Agreement.

19. Term; Termination; Survival. This Agreement shall continue and remain in effect until it is terminated in accordance with the terms and conditions of this Agreement. Let’s Brainstorm may terminate this Agreement at any time, for any or no reason, and without notice to you (including, without limitation, if Let’s Brainstorm believes that you have violated or acted inconsistently with any term or condition of this Agreement). You may terminate this Agreement at any time and for any or no reason by cancelling your User Account or applicable subscriptions with Let’s Brainstorm.  If this Agreement is terminated for any reason, then all rights granted to you under this Agreement shall automatically revert back to Let’s Brainstorm, and the following shall survive in perpetuity: (a) all defined terms under this Agreement; (b) all rights and privileges under this Agreement which were granted to and/or accrued in favor of Let’s Brainstorm and/or any of Let’s Brainstorm’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors or licensees as of the date of this Agreement’s termination; (c) all payments which accrued as of the date of termination; (d) all disclaimers, limitations of liability and limitations of remedies; and (e) all representations, warranties, covenants, certifications, releases, indemnifications and promises made by you under this Agreement.

20. Governing Law.  This Agreement, the additional terms, conditions and policies referenced herein (including, without limitation, the Site’s PRIVACY POLICY), your visit, access, registration with, subscription to or use of the Site and/or the Services, any transactions made on, through, or in relation to the Site, your purchase of or use of any content, courses or services offered, sold, marketed, or provided on, through or in relation to the Site (including, without limitation, the Services), all information, communications, and statements made on, through, or in relation to the Site (including, without limitation, your express consent to Let’s Brainstorm sending or otherwise communicating with you via any electronic means or forms, such as e-mail, telephone, and text message), the Parties’ relationship and all disputes, controversies and claims arising from or in connection with any of the foregoing (whether grounded in contract, tort, statute, law, or equity) shall be governed, interpreted, construed and enforced in accordance with the laws of the State of New York in the United States of America and applicable federal law of the United States of America, regardless of its place of execution, its place of performance, and any conflicts of law analysis.  For the avoidance of any doubt, the United Nations Convention on Contracts for the International Sale of Goods shall have no application whatsoever to this Agreement and the subject matter hereof.

21.  Dispute Resolution.


a.    Binding Arbitration; Waiver.  Each Party hereby irrevocably submits all disputes, controversies and claims arising from or concerning this Agreement, any additional terms, conditions or policies referenced in this Agreement (including Let’s Brainstorm’s PRIVACY POLICY), your visit, access, registration with, subscription to or use of the Site or the Services, any transactions made on, through or in relation to the Site, any content, courses or services purchased on, through or in relation to the Site (including, without limitation, the Site’s PRIVACY POLICY and the Services) and/or the Parties’ relationship (whether grounded in contract, tort, statute, law or equity) (collectively, the “Dispute(s)”) to binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. (a/k/a JAMS) or its successor (“JAMS”) for the resolution thereof, and such arbitration shall be the sole and exclusive method for resolving the Disputes; this Agreement; the additional terms, conditions, and policies referenced herein (including, without limitation, the Services); your access or use of the Site; your transactions on, through, or in relation to the Site; your purchase or use of any content, courses or services offered, sold, marketed, or provided on, through or in relation to the Site; all information disclosed or received on, through, or in relation to the Site (including, without limitation, personal information and non-personal information); all content found on, through or in relation to the Site; all information, communications and statements made on, through, or in relation to the Site (including, without limitation, your express consent to Let’s Brainstorm sending or otherwise communicating with you via any electronic means or forms, e.g., email, telephone and text message); and/or the Parties’ relationship. The arbitration shall be binding, final and confidential. EACH PARTY ACKNOWLEDGES AND AGREES THAT SUCH PARTY IS WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS THE MEMBER OF A CLASS IN ANY PURPORTED CLASS ACTION PROCEEDING.


b.    Arbitration Rules.  The arbitration shall be conducted before a single arbitrator under the then-current JAMS Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”), as supplemented by the Federal Rules of Civil Procedure and the Federal Rules of Evidence if and where applicable as a gap-filler. If there is any conflict between a provision of the JAMS Rules, the Federal Rules of Civil Procedure, the Federal Rules of Evidence, or this Agreement, then the conflicting provision of this Agreement shall control and govern over the JAMS Rules, the Federal Rules of Civil Procedure and the Federal Rules of Evidence, and the JAMS Rules shall control and govern over the Federal Rules of Civil Procedure and the Federal Rules of Evidence.  The construction, interpretation, and enforcement of this Section 21 is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.
 

c.    Arbitration Process, Location, and Procedures.  The Party initiating the arbitration proceeding shall serve a written notice of arbitration on the other Party in accordance with the JAMS Rules. The arbitration shall be held in Orlando, Florida, United States of America.  The arbitration shall be conducted in the English language.  The arbitrator shall be selected in accordance with the JAMS Rules, unless otherwise agreed to by the parties to the arbitration.  All issues or questions concerning either the scope of this arbitration clause or the arbitrability of any of the Disputes shall be referred to and finally decided by the arbitrator.  The arbitrator may construe or interpret, but shall not vary or ignore, the terms and conditions of this Agreement and shall be bound by applicable law.
 

d.    Arbitration Decisions and Awards.  The arbitrator shall render a written final decision on the subject Dispute as soon as practicable and, in any event, not more than forty-five (45) calendar days after the close of evidence and briefing.  The arbitrator’s decision shall be written, shall be in accordance with applicable law, and shall be supported by written findings of fact and conclusions of law setting forth the basis for the arbitrator’s decision.  The arbitrator shall have no authority to award punitive, exemplary or consequential damages, unless such an award is authorized by applicable law.  The arbitrator shall have the authority to award attorney fees and expenses if such an award is permitted under this Agreement or applicable law. Subject to any applicable rights of appeal, the final decision of the arbitrator shall be binding and conclusive upon all of the Parties who have been served with proper written notice of the arbitration proceeding as required by this Section 21.  Judgment on any award rendered by the arbitrator may be confirmed in any state or federal court having jurisdiction thereof that is located in the State of Texas, United States of America, and may be entered in and enforced by any domestic, foreign, or international court having appropriate subject matter jurisdiction.  Any decision, judgment, ruling, finding, award or other determination of the arbitrator and any information disclosed in the course of any arbitration hereunder shall be kept confidential by the Parties, and any court order to enforce the decision, judgment, ruling, finding, award or other determination of the arbitrator shall be filed under seal. 
 

e.    Arbitration Fees and Expenses.  JAMS’s administrative and filing fees, the arbitrator’s fees and expenses and all other fees and expenses charged by JAMS and/or the arbitrator to administer or conduct the arbitration shall be shared equally among all parties to the arbitration; provided, however, that the prevailing party of the arbitration may recover an award of its share of such fees and expenses if such an award is permitted under this Agreement or applicable law.
 

f.    Litigation; Waiver.  In the event a particular Dispute is not subject to arbitration (whether by decision of an arbitrator with binding authority, or otherwise according to this Agreement or applicable law), each Party hereby irrevocably submits to the exclusive personal jurisdiction and venue of the state courts of Orange County, Florida, United States of America and the United States federal courts in the Middle District of Florida, Orlando Division for the litigation of said Dispute, and covenants and agrees that neither of the foregoing is an inconvenient venue or forum.
 

g.    Waiver of Jury Trial and Class Action.  REGARDLESS OF WHETHER A PARTICULAR DISPUTE IS SUBJECT TO ARBITRATION OR LITIGATION, AND TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY DOES HEREBY WAIVE SUCH PARTY’S RIGHT TO A TRIAL BY JURY, TO PARTICIPATE AS THE MEMBER OF A CLASS IN ANY PURPORTED CLASS ACTION OR OTHER PROCEEDING OR TO NAME UNNAMED MEMBERS IN ANY PURPORTED CLASS ACTION OR OTHER PROCEEDINGS.

22.    Notice.  Unless otherwise expressly stated in this Agreement, Let’s Brainstorm may give or deliver all other notices to you by means of a general notice posted on this or a similar page of the Site, by email to the email address associated with your User Account, or by posting to your User Account, and all such notices shall be deemed effective as of their stated effective dates.
 

23.    Relationship.  In no event shall this Agreement, the performance of a Party’s rights or obligations under this Agreement, the Site, the Services or a Party’s visit to, access of, registration with, subscription to or use of the Site, and/or the Services create any type of fiduciary, franchise, agency, employment, independent contractor, partnership or joint venture relationship between you or Let’s Brainstorm.
 

24.    Miscellaneous.


a.    Electronic Signatures.  IF YOUR ACCEPTANCE OF THIS AGREEMENT IS FURTHER EVIDENCED BY YOUR AFFIRMATIVE ASSENT TO THE SAME (E.G., BY A “CHECK THE BOX” ACKNOWLEDGMENT PROCEDURE), THEN THAT AFFIRMATIVE ASSENT IS THE EQUIVALENT OF YOUR ELECTRONIC SIGNATURE TO THIS AGREEMENT.  HOWEVER, FOR THE AVOIDANCE OF DOUBT, YOUR ELECTRONIC SIGNATURE IS NOT REQUIRED TO EVIDENCE OR FACILITATE YOUR ACCEPTANCE AND AGREEMENT TO THIS AGREEMENT, AS YOU AGREE THAT THE CONDUCT DESCRIBED IN THIS AGREEMENT AS RELATING TO YOUR ACCEPTANCE AND AGREEMENT TO THIS AGREEMENT ALONE SUFFICES.
 

b.    Excused Performance.  Let’s Brainstorm is hereby excused for any failure to perform under this Agreement to the extent that its performance is prevented by any reason outside of its reasonable control or that may be characterized as a force majeure event.
 

c.    Assignment and Delegation.  You shall not assign, delegate, or otherwise transfer any of your rights or obligations under this Agreement without Let’s Brainstorm’s prior written consent in each instance.
 

d.    Construction and Interpretation.  This Agreement shall be construed to have been drafted by all of the Parties, so that any rule of construction or interpretation that construes or interprets ambiguities against the drafter shall have no force or effect.
 

e.    Headings.  Section headings are inserted in this Agreement for reference and convenience only and shall not interpret, define, limit or describe the scope, intent, terms or conditions of this Agreement.
 

f.    Severability. If any term or condition of this Agreement is deemed invalid or unenforceable by the arbitrator or (if applicable) a court of law with binding authority, then the remaining terms and conditions shall not be affected, and said arbitrator or court of law shall reform the invalidated or unenforceable term or condition to the maximum extent permitted under the law and consistent with the intent of this Agreement.
 

g.    Entire Agreement.  This Agreement, together with those additional terms, conditions, and policies referenced herein and/or made available herein by hyperlink (including, without limitation, the Site’s PRIVACY POLICY), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof, supersedes any prior agreements and understandings, if any, between the Parties with respect to such subject matter, and shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns.
 

25.    Conflicting Terms. Notwithstanding anything to the contrary stated herein, in the event there is a conflict between a provision contained in a separate written service agreement between you and Let’s Brainstorm, then the conflicting provision contained in that service agreement shall govern and control.
 

26.    Contact Us.  Please direct any questions you may have about the Site, the Services, or this Agreement to info@letsbrainstorm.com, with a subject line of “Website Question.”  The foregoing contact information may change from time to time by supplementation, amendment, or modification of this Agreement.
 

27.    Last Modified.  This Agreement was last modified on, and is dated effective as of September 1, 2020.
 

 © Let's Brainstorm™ 2020 | Terms and ConditionsPrivacy Policy

  • LinkedIn
  • Facebook