Custom Research Terms of Service
THIS CUSTOM RESEARCH TERMS OF SERVICE AGREEMENT (the "Agreement") sets out the terms under which Brainmaven Research Inc. (the "Company" or "We") offers its custom research service (the "Service") to you. The Service is offered to you conditioned on your acceptance of the terms of this Agreement. Please read all of the terms of the following Agreement and then accept or decline the terms of the Agreement. If you agree with the terms of the Agreement, please indicate your agreement by clicking the button marked "create account".
BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND ARE CONSENTING TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT.
1. Access to the Service
Your access to the Service is completely at the discretion of the Company, and your access to the Service may be blocked, suspended or terminated at any time for any reason including non-compliance with this Agreement, actions that may lead to liability for the Company or its staff, consultants and associated persons and organizations including affiliates, suppliers and service providers (each a "Representative", and all collectively, the "Representatives"), disruption of access to other users, and violation of applicable laws or regulations. For certainty, you are not a Representative.
2. Use of the Service
Company has no obligation and accepts no obligation to monitor your use of the Service nor to edit or censor content transmitted (via e-mail, downloading, uploading, posting or otherwise) through the Service. Your access to the Service is conditioned on your legal and appropriate use of the Service.
3. Your Information
You agree to provide accurate, current, and complete information required to register with the Service and at other points as may be required in the course of using the Service (the "Registration Data"). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. Company may terminate your rights to any or all of the Service if any information you provide is false, inaccurate or incomplete. You agree that the Company may store and use the Registration Data you provide (including credit card information) for use in maintaining your accounts and billing fees to your credit card.
4. Accounts and Password
As a registered user of the Service, you may receive or establish an account (the "Account"). You are solely responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else or use anyone else's Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify the Company of any unauthorized use of your Account or any other breach of security. Company shall not be responsible for any losses arising out of the unauthorized use of your Account.
5. Payment for Service
You agree to pay for all research results, including but not limited to, all answers, responses, remarks and findings, that you request through the Service (the "Product(s)"). Company may charge your credit card for any and all Product(s) requested, and for any additional amounts (including any taxes, as applicable) as may be accrued by or in connection with your Account. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING THE COMPANY WITH VALID CREDIT CARD DETAILS FOR PAYMENT OF ALL FEES. All fees will be billed to the credit card you designate during the registration process. If you want to designate a different credit card or if there is a change in your credit card status, you must change your Registration Data. (There may be a temporary disruption of your access to the Service until the Company can verify the validity of the new credit card information.)
6. Delivery
You agree to the conditions set out in the Company's Delivery Policy (which is available from the following link: http://brainmaven.com/policies) as modified by the terms of this Agreement.
7. Refund Policy
You agree to the conditions set out in the Company's Refund Policy (which is available from the following link: http://brainmaven.com/policies) as modified by the terms of this Agreement.
8. Sales Tax
Service transactions are subject to sales tax based on the bill-to address and the sales tax rate in effect at the time your transaction is completed. If the sales tax rate for the billing address changes before delivery of the Product(s), the new tax rate in effect at the time of delivery will apply. Company will only charge tax in provinces where such transactions are taxable. No customers are eligible for tax exemptions for transactions made using the Service.
9. Right to Change Prices and Availability of Service
Prices and availability of the Service are subject to change at any time.
10. Electronic Signatures and Contracts
Your use of the Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO FROM YOUR ACCOUNT, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
11. Disclaimer
COMPANY WARRANTS THAT IT WILL PROVIDE THE SERVICE WITH REASONABLE CARE AND SKILL AND SUBSTANTIALLY IN ACCORDANCE WITH THIS AGREEMENT. EXCEPT AS PROVIDED HEREIN, THERE ARE NO OTHER WARRANTIES, CONDITIONS OR PROMISES ABOUT THE SERVICE, EXPRESSED OR IMPLIED, AND ALL SUCH WARRANTIES, CONDITIONS AND PROMISES ARE EXCLUDED TO THE FULL EXTENT PERMITTED BY LAW AND WITHOUT LIMITATION TO THE FOREGOING:
(i) COMPANY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME THE COMPANY MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU; AND (ii) COMPANY DOES NOT GUARANTEE, REPRESENT OR WARRANT THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND THE COMPANY DISCLAIMS ANY LIABILITY RELATING THERETO.
IN NO CASE SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY THE COMPANY, ITS EMPLOYEES OR AGENTS WHERE:
(i) THERE IS NO BREACH OF A LEGAL DUTY OF CARE OWED TO YOU BY THE COMPANY OR BY ANY OF OUR EMPLOYEES OR AGENTS; (ii) SUCH LOSS OR DAMAGE IS NOT A REASONABLY FORESEEABLE RESULT OF ANY SUCH BREACH; OR (iii) ANY INCREASE IN LOSS OR DAMAGE RESULTS FROM BREACH BY YOU OF ANY TERM OF THIS AGREEMENT.
COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF INCOME, BUSINESS OR PROFITS, OR FOR ANY LOSS OR CORRUPTION OF DATA IN CONNECTION WITH YOUR USE OF THE SERVICE.
YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
12. Maintenance, Modification and Discontinuance of Service
Company reserves the right, for any reason, in its sole discretion, to terminate, change or suspend any aspect of the Service, including features or timelines for completing research requests. Company may impose limits on all or certain features of the Service or restrict your access to part or all of the Service without notice or liability. You acknowledge and agree that the Service may be unavailable or inoperative from time to time and at any time, including due to scheduled or unscheduled maintenance or modification or circumstances beyond the Company's control.
Company reserves the right to modify or discontinue, temporarily or permanently, all or any part of the Service, with or without notice.
13. Security
You understand that the Service, and Product(s) transacted through the Service, include a security framework using technology that protects digital information. You agree not to attempt to, or assist another person to, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security components for any reason whatsoever. You will not access the Service by any means other than through software that is provided by the Company for accessing the Service. You shall not access or attempt to access an Account that you are not authorized to access. You agree not to modify the software in any manner or form, or to use modified versions of the software, for any purposes including obtaining unauthorized access to the Service. Violations of system or network security may result in civil or criminal liability.
14. Service Requirements
You acknowledge that use of the Product(s) may require the use of other hardware and software products (e.g., the ability to make copies of the Product(s) on physical media), and that such hardware and software is your responsibility. Company shall have no liability to you in the event a previously downloaded Product becomes unavailable for re-download. Once you receive the Product(s), it is your responsibility not to lose, destroy, or damage the Product(s), and the Company shall be without liability to you in the event of any loss, destruction, or damage.
15. Supervision and Monitoring
Company has no obligation to monitor the requests, information or the Product(s) accessed or transmitted by or to you. However, the Company reserves the right to supervise any and all requests, information and Product(s) communicated via the Service, where the Company determines, in its sole discretion, it is reasonable to do so, including: to determine compliance with the terms of this Agreement and all current and future procedures, rules or guidelines established by the Company; to satisfy laws, regulations, or governmental or legal requests; or to protect the Company, its Representatives or users of the Service.
Company, in its sole discretion, may take any action it deems necessary to minimize liability for the Company and its Representatives, including removing any information or requests or immediately terminating the Service to a user whose conduct fails to conform with the letter or spirit of this Agreement. Company reserves the right, in its sole discretion, to block any user's access to the Service.
16. Prohibited Uses
You agree to use the Service only for lawful purposes and not to allow others to use your Account for any unlawful purpose. Use of the Service for transmission, distribution, retrieval or storage of any information, data, or other material in violation of any applicable law, regulation, ordinance or other rule imposed by any governmental authority is prohibited. You also agree not to use the Service:
(a) in violation of this Agreement or other procedures, rules or guidelines that the Company may establish from time to time;
(b) to use, transmit, or disseminate any materials that infringe or violate any third-party's copyright, trademark, trade secret, privacy, patent, or other proprietary or property right, or in a manner that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law or regulation;
(c) to transmit or disseminate harassing, libelous, abusive, threatening, obscene, defamatory, embarrassing, distressing, annoying, unlawful, tortious, harmful, pornographic, vulgar, racially or ethnically offensive, hateful, or otherwise objectionable materials or materials that are invasive of another's privacy;
(d) to transmit, disseminate, or upload viruses, worms, any software intended to damage or alter a computer system without the owner's consent, or any other harmful, disruptive, or destructive files or devices;
(e) in any way that generates excessive network traffic, adversely affects the ability of others to use the Service, or otherwise disrupts or interferes with the Service;
(f) to flood or disrupt any newsgroup, mailing list, chatroom, or similar forum;
(g) to transmit, disseminate, or relay advertising, chain letters, pyramid schemes, SPAM, junk mail, charity requests, petitions, or any other type of unsolicited emailing (whether commercial or informational) to persons or entities that have not agreed to be part of such mailings, or to harvest or collect information about another user for such purposes;
(h) to view or intercept email or any other electronic transmission not intended for you;
(i) to alter or forge any headers of email messages or any other electronic transmission, in part or in whole, to conceal the email address, prevent others from responding to any message, or mislead or deceive others as to the identity of the sender of any message;
(j) to get, collect, or store Registration Data, password or account information, or other private information from another user without consent;
(k) to pretend to be someone else;
(l) in any way that harms or has the substantial likelihood of harming any minor;
(m) to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Service, or offer use of the Service or access to the Service;
(n) for high-volume purposes; or
(o) to post or send any fraudulent or misleading offers of products, items, or services.
17. Acknowledgement of Ownership
You agree that the Service, including but not limited to, the Product(s), graphics, user interface, audio clips, editorial content, and the scripts and software used to implement the Service, contains proprietary information and material that is owned by the Company and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with the terms of this Agreement. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted hereunder. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service, in any manner, and you shall not exploit the Service in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.
18. Intellectual Property
All copyrights and other intellectual property rights in and to the Service, including but not limited to, in and to the Product(s) and software, are the exclusive property of and owned by the Company and/or its principals, who reserve all their rights in law and equity. THE USE OF THE SOFTWARE OR ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE SERVICE AS PERMITTED IN THESE TERMS AND CONDITIONS, IS STRICTLY PROHIBITED AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT AND OTHER FORMS OF INFRINGEMENT.
19. License to Use the Product(s)
Subject to the terms of this Agreement, the Company agrees to grant to you a limited, non-exclusive, personal license to use the Product(s) that We provide you with and which you pay for in accordance with this Agreement.
20. Linked Sites
Company and its Representatives, whether or not affiliated with other websites ("Linked Sites") that may be linked to the Service or any Company website, shall not be responsible or liable for the content of Linked Sites. You access Linked Sites at your own risk. Company and its Representatives are not responsible or liable for the accuracy, copyright compliance, legality, decency or any other aspect of the content of Linked Sites.
21. Protection of Company Property
You acknowledge and agree that the Service, the Product(s), the Company's various computers, software, communications devices and other components and equipment (collectively, the "Company Property") are the property of the Company. You understand and acknowledge that the Service is provided via a shared network. In its sole discretion and with or without notice to you, the Company reserves the right to take any action regarding any improper or other use of the Company Property needed to prevent or minimize harm to the Company Property or to prevent or minimize disruption to the performance of any Company Property for the Company or for others.
22. Termination by the Company
If you fail, or the Company suspects that you have failed, to comply with any of the provisions of this Agreement, including but not limited to, failure to make payment of fees due, failure to provide the Company with a valid credit card or with accurate and complete Registration Data, failure to safeguard your Account information, violation of any license to the Product(s), or infringement or other violation of third parties' rights, the Company, in its sole discretion, without notice to you may: (i) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) terminate the license to the Product(s); and/or (iii) preclude access to the Service (or any part thereof).
23. Termination of the Service
Company reserves the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time with or without notice to you, and the Company will not be liable to you or to any third party should it exercise such rights.
24. General Compliance with Laws
The Service is controlled and operated by the Company from its offices in British Columbia. You agree to comply with all local, provincial, and federal laws, statutes, and regulations that apply to your use of the Service.
25. Indemnity
You agree to defend, indemnify and hold harmless the Company and its officers, directors, employees, agents, contractors, suppliers, service providers, licensors and affiliates from and against any and all claims, damages, demands, liabilities, losses, costs, expenses and causes of action, including reasonable attorneys' fees and related expenses, due to or arising out of the use of the Service by you, your non-compliance with this Agreement, any action taken by the Company as part of its investigation of a suspected violation of this Agreement, as a result of the Company's finding or decision that a violation of this Agreement has occurred, or your violation of any third party rights in relation to use of the Service, including infringement of any third party intellectual property rights.
Company reserves the right, subject to indemnification by you, to assume the exclusive defence and control of any matter initially subject to the defence, indemnification and hold harmless obligations by you hereunder and you shall not in any event settle any matter without the prior written consent of the Company.
THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS, SERVICE PROVIDERS, LICENSORS AND AFFILIATES AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR RESEARCH REQUESTS, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF THE COMPANY'S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
26. Changes
Company reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively, the "Additional Terms") will be effective immediately upon release and incorporated into this Agreement. Your continued use of the Service will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.
27. Limitation of Liability
IN NO EVENT WILL THE COMPANY OR ITS REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, UNAUTHORIZED ACCESS, DAMAGE OR THEFT OF YOUR SYSTEM OR DATA OR DAMAGE CAUSED TO EQUIPMENT, PROGRAMS OR DATA FROM ANY VIRUS OR OTHER HARMFUL APPLICATION) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE, THE RESULTS OF USE OF THE SERVICE, ANY STORAGE MEDIA RELATED TO THE SERVICE, ANY SOFTWARE CONTAINED ON SUCH STORAGE MEDIA (INCLUDING THIRD-PARTY SOFTWARE), ANY WEBSITES LINKED TO THE SERVICE, OR THE CONTENT, MATERIALS OR INFORMATION CONTAINED AT ANY OR ALL SUCH SITES, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED (WHETHER CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY) AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY LOSS OR DAMAGE.
COMPANY'S TOTAL, MAXIMUM AGGREGATE LIABILITY AND THE TOTAL, MAXIMUM AGGREGATE LIABILITY OF THE COMPANY'S REPRESENTATIVES, ARISING FROM OR RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORM OF ACTION OR CLAIM, e.g., CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY) IS LIMITED TO ONE DOLLAR ($1) CANADIAN.
This Section 27 applies to all circumstances except for physical injuries to the extent caused by the Company's negligence.
IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
28. Privacy
You agree to the conditions set out in the Company's Privacy Policy (which is available from the following link: http://brainmaven.com/policies) as modified by the terms of this Agreement.
In addition to the extent personal information may be used, collected and disclosed under the Company's Privacy Policy, you acknowledge and agree that the Company may collect information from your computer, including personal information, to assist the Company in evaluating, providing and modifying the Service. You agree that the Company may provide information collected from your computer, including your personal information, to: (a) you; (b) a person who, in the Company's reasonable judgment, is seeking the information as your agent; (c) an agent or representative retained by the Company or to a public authority or agent of a public authority, in connection with the enforcement of the Company's rights under this Agreement or in other administrative functions for the Company, provided your personal information in such case is only used for that purpose; (d) a law enforcement agency whenever the Company has reasonable grounds to believe that you have supplied us with false or misleading information or are otherwise involved in unlawful activities directed against the Company, any of its Representatives, the Company Property, or any other person or entity; or (e) a public authority or agent of a public authority if, in the Company's reasonable judgment, it appears that there is imminent danger to life or property which could be avoided or minimized by disclosure of the information.
29. Notices
Company may send you notice with respect to the Service by sending an email message to the email address listed in your Account contact information, by sending a letter via postal mail to the contact address listed in your Account contact information, or by a posting on the Service website. Notices shall become effective immediately.
30. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia (without reference to its conflict of laws provisions), including the laws of Canada applicable therein. The Courts of British Columbia shall have exclusive jurisdiction to entertain and determine all disputes and claims, whether for specific performance, injunction, declaration, damages or otherwise, both at law and in equity, arising out of or in any way relating to the Agreement including in connection with the Service. You hereby irrevocably attorn to and accept the jurisdiction of the Courts of British Columbia for such purposes.
31. Assignment
This Agreement shall enure to the benefit of and be binding upon the successors and permitted assigns of you and the Company, as the case may be, and nothing herein shall restrict the ability of the Company to transfer or assign its interests herein. You shall not assign, in whole or in part, any rights under this Agreement without the prior written consent of the Company, which may be withheld in the Company's sole discretion.
32. Remedies
No remedy conferred upon or reserved in favour of the Company under this Agreement will exclude any other remedy so conferred or reserved or existing at law or in equity but each will be cumulative and in addition to every other remedy given under this Agreement or existing at law or in equity.
33. Entire Agreement
This Agreement constitutes the entire agreement between the Company and you with respect to the subject matter herein and supersedes all previous communications, representations, warranties, understandings, and agreements, whether electronic, oral, written, or otherwise, between you and the Company with respect to the subject matter herein.
34. Consent or Approval by the Company
In any circumstances where the consent or approval of the Company is required herein, or where the Company is entitled to exercise discretion, the Company shall, except to the extent (if any) expressly stated otherwise herein, be entitled to withhold such consent or to exercise such discretion in its sole discretion. Company shall not be required to give any reason for refusing to provide any consent or approval, nor shall the Company be required to disclose the manner in which it exercised any discretion.
35. Waiver
No waiver or acquiescence by the Company of any breach of this Agreement is valid except if given in writing. Any such waiver or acquiescence shall not constitute a consent to or waiver of or excuse for any other different or subsequent breach or act unless such waiver or consent is in writing.
36. Severability
If any covenant, obligation, agreement, term or condition of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable the remainder of this Agreement, or the application of such covenant, obligation, agreement, term or condition to persons or circumstances other than those in respect of which it is held invalid or unenforceable, shall not be affected thereby and each covenant, obligation, agreement, term and condition of this Agreement shall be separately valid and enforceable to the fullest extent permitted by law and the invalid or unenforceable covenant, obligation, agreement, term or condition (as the case may be) shall be modified so as to be enforced to the fullest extent permitted at law, with retroactive effect to the date of this Agreement.
37. Interpretation
You agree to the following interpretive terms in relation to this Agreement:
(a) words importing the singular number include the plural and vice versa and words importing gender include all genders in this Agreement;
(b) the words "include", "includes" and "including" means "include", "includes" or "including", in each case, "without limitation";
(c) reference to any statute or regulation or bylaw shall be deemed to be a reference to such statute or regulation or bylaw as amended, re-enacted or replaced from time to time;
(d) any rule of construction that any ambiguities are to be resolved against the Company shall not be employed in the interpretation of this Agreement;
(e) the division of this Agreement into sections and headings is for convenient reference only, and shall affect neither the construction nor the interpretation of this Agreement; and
(f) the terms "hereof", "hereunder" and similar expressions refer to this Agreement and not to any particular part, section or other portion hereof and include any agreement supplemental hereto.
38. No Agency
No agency, partnership, joint venture or franchise relationship is implied, intended or created by this Agreement or the provision of the Service.