PLEASE READ THESE TERMS OF USE (HEREIN “TERMS OF USE”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY J H MEDIA GROUP, INC (HEREIN “COMPANY”) WHOSE ADDRESS IS 1860 BARNETT SHOALS RD, STE. 103-473, ATHENS, GEORGIA 30605. THE TERMS OF USE SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE APPLICATION KNOWN AS BRAINLEAF (THE “APP”) AND THE SERVICE OWNED AND OPERATED BY COMPANY (COLLECTIVELY WITH THE APP, THE “SERVICE”). BY USING THE APP OR SERVICE IN ANY MANNER YOU AGREE TO BE BOUND BY THESE TERMS OF USE. THESE TERMS OF USE APPLY TO ALL USERS OF THE SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATIERIALS OR SERVICES ON THE APP.
Definitions
Agreement means the entire content of this Terms and Conditions document, Privacy Policy and other terms and policies of the Service.
App means the version of the software accessible to the User via mobile platforms.
Company Tools means all design tools developed and/or utilized by Company in performing the Service, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.
Content includes, without limitation, any User Submissions, comments, information, data, text, photographs, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Company or its partners on or through the Service.
Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.
Service means all services and work product to be provided to User by Company.
Software means the software provided by Company for User’s use to access and make use of the Service.
Trademarks means trade names, words, symbols, designs, logos or other devices or designs to designate the origin or source of the goods or services.
User Submissions means the and content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics or other information that the User adds, creates, uploads, submits, distributes, collects, or posts to the App.
Web app means a third party application accessible via a link from the App or via the internet.
Acceptance of Terms
The Service is offered subject to acceptance without modification of all the terms and conditions contained in these Terms of Use, which also incorporates the Privacy Policy available at BrainLeaf.com/privacy, and all other operating rules, policies and procedures that may be published from time to time by Company, each of which is incorporated by reference and each of which may be updated by Company without notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by Company from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.
The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. Company may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
Modification of Terms of Use
Company reserves the right, at its sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, data base, or content) at any time by posting a notice on the App or by sending you an email.
Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.
It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes.
Rules and Conduct
As a condition of use, you promise not to use the Service for any purpose that is prohibited by these Terms of Use. The Service (including, without limitation, any Content or User Submissions, both as defined below) is provided only for your own use. You are responsible for all activity in connection with the Service.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, including without limitation any User Submission, that:
infringes on any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
you know is false, misleading, untruthful or inaccurate;
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane;
constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam or chain letters;
contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Company or any third party; or
impersonates any person or entity, including any employee or representative of Company.
Additionally, you shall not:
take any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large load on Company’s (or its third party providers) infrastructure;
interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service;
bypass any measures or networks connected to the Service;
run Maillist, Listserv, any form of auto-responder or “spam” on the Service; or
use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the App.
You shall not (directly or indirectly):
decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction,
modify, translate, or otherwise create derivative works of any part of the Service, or
copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.
You shall abide by all applicable local, state, national and international laws and regulations.
Company does not guarantee that any Content or User Submissions (as defined below) will be made available on the App or through the Service. Company has no obligation to monitor the App, Service, Content, or User Submissions. However, Company reserves the right to:
remove, edit or modify the App or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that you may have violated these Terms of Use), or for no reason at all and
remove or block any User Submissions from the Service.
Registration
You may browse the App and view the Content without registering, but as a condition to using certain aspects of the Service, you may be required to register with Company and select a password and screen name (“User ID”). You shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your Company account.
You shall not
select or use as a User ID a name of another person with the intent to impersonate that person;
use as a User ID a name subject to any rights of a person other than you without appropriate authorization or
use as a User ID a name that is otherwise offensive, vulgar or obscene.
Company reserves the right to refuse registration of, or cancel a User ID in its sole discretion.
You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Company password. You shall never use another User account without such other User’s express permission.
You will immediately notify Company in writing of any unauthorized use of your account, or other account-related security breach of which you are aware.
BrainLeaf Services
BrainLeaf provides services for project management. Any information provided to BrainLeaf by the User is accessible only to BrainLeaf and the User. No other Users may see or have access to the information you input.
User accesses and uses Brainleaf services at their own risk. Company accepts no liability for User’s access and use of Brainleaf and has no liability to User’s clients.
Use and Prohibited Use of BrainLeaf Services
You acknowledge and agree that your use of BrainLeaf is for your use. You may not use BrainLeaf to recreate or compete with BrainLeaf, to solicit or harass project managers or other Users or for any other purpose not contemplated herein. You acknowledge that a violation of the foregoing could result in significant damages and you agree that you are liable to BrainLeaf for any such damages and will indemnify BrainLeaf in the event of any third party claims against BrainLeaf based on or arising from your violation of the foregoing.
BrainLeaf reserves the right to revoke your access to any BrainLeaf products or properties at any time. If it is determined or suspected by BrainLeaf in its sole discretion that you are misusing or attempting to misuse or circumvent the BrainLeaf services or system or are using or attempting to use them for any inappropriate or non-personal purposes, including but not limited to activities such as hacking, scraping content, infiltrating, fraud, advertising, jamming or spamming, BrainLeaf reserves the right, in its sole discretion, to immediately terminate your access without notice and to initiate without notice appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.
Project Management
The App is a venue for consultants, contractors and companies to manage their clients and projects.
Users are responsible for their own compliance with the regulations of their industry. Company shall not be liable for any noncompliance of the Users with local, state or federal law.
Company shall not be liable for any interactions with any organizations and/or individuals found on or through the Service. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties or representations associated with listings on Company Service. Company does not oversee the performance or punctuality of other service. Company is not responsible for any damage or loss incurred as a result of any such dealings. All dealings are solely between you and such organizations and/or individuals.
Company is under no obligation to become involved in disputes between Users and any third party. In the event of a dispute, you release Company, its officers, employees, agents and successors in rights from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and the Service.
Users are responsible for developing their own parameters for the acceptance of electronic signatures from their clients. While Company may provide templates and documents for User, Company has no relationship with User’s clients and will have no liability for User’s acceptance of their client’s electronic signatures.
Company reserves the right to cancel, interrupt or suspend any account at any time for any reason.
Fees and Payments
Company charges a monthly fee for services.
All fees are deducted directly from the Users account provided at registration and updated as needed.
Company may choose to temporarily change the fees for the Service for promotional or marketing purposes or new services, and such changes are effective when the Company posts temporary promotional event or new service on the App.
You are responsible for paying all fees and applicable taxes associated with your use of the App.
Third Party Applications
The Service may permit you to link to other web apps or resources on the Internet, and other web apps or resources may contain links to the App. When you access third party web apps, you do so at your own risk. These other web apps are not under Company’s control, and you acknowledge that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such web apps or resources. The inclusion of any such link does not imply endorsement by Company or any association with its operators.
You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such web app or resource.
Content and License
You agree that the Service contains Content specifically provided by Company or its partners and that such Content is protected by Copyrights, Trademarks, service marks, patents, and trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.
Company grants each User of the App and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Company, or from the copyright holder identified in such Content’s copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
Company provides templates of contracts and other documents which may be useful in the conduct of User’s business. These templates are only examples and are not warrantied by Company to be suitable for the purpose of User. User accesses and uses templates at their own risk.
Third Party Intellectual Property Copyright Notifications
Company respects the intellectual property of others, and Company asks its Users to do the same. Company may, in appropriate circumstances and at its discretion, terminate the accounts of Users who infringe the intellectual property rights of others. Company will remove infringing materials in accordance with the Digital Millennium Copyright Act if properly notified that content infringes copyright.
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Company’s Copyright Agent (identified below) with a written notification containing at least the following information (please confirm these requirements with your legal counsel, or see Section 512(c) (3) of the U.S. Copyright Act, 17 U.S.C. §512(c) (3), for more information):
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
a description of the copyrighted work that you claim has been infringed;
a description of where the material that you claim is infringing is located on the App, sufficient for Company to locate the material;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
If you believe that your work has been removed or disabled by mistake or misidentification, please provide the Company’s Copyright Agent with a written counter-notification containing at least the following information (please confirm these requirements with your legal counsel or see Section 512(g) (3) of the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):
a physical or electronic signature of the User of the Services; identification of the material that has been removed or to which access has been disabled;
the location at which the material appeared before it was removed or access to it was disabled;
a statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of the mistake or misidentification of the material to be removed or disabled; and
the User’s name, address, telephone number, and a statement that the User consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) of 17 U.S.C 512 or an agent of such person.
You acknowledge that if you fail to comply with all of the aforementioned notice requirements, your notification or counter-notification may not be valid and that Company may ignore such incomplete or inaccurate notices without liability of any kind.
Under Section 512(f) of the Copyright Act, 17 U.S.C. §512(f), any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
Our designated copyright agent for notice of alleged copyright infringement is: Support@BrainLeaf.com Athens, Georgia
Intellectual Property Rights, Users
By Submitting User Submissions on the App or otherwise through the Service:
You acknowledge that by Submitting any User Submission to the App, you are publishing that User Submission publicly, and that you may be identified publicly by your User ID in association with any such User Submission;
You acknowledge that by Submitting any User Submissions through the App or the Service, you hereby do and shall grant Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the App, the Service and Company’s (and its successors and assigns) business, including without limitation for promoting and redistributing part or all of the App (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party web apps).
You also hereby do and shall grant each User of the App and/or the Service a non-exclusive license to access your User Submissions through the App and the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submission solely for personal, non-commercial use. (For clarity, the foregoing grants to Company does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing);
You represent and warrant, and can demonstrate to Company’s full satisfaction upon request that you own or otherwise control all rights to all content in your User Submissions, or that the content in such User Submissions is in the public domain, you have full authority to act on behalf of any and all owners of any right, title, or interest in and to any content in your User Submissions to use such content as contemplated by these Terms of Use and to grant the license rights set forth above, you have the permission to use the name and likeness of each identifiable individual person and to use such individual’s identifying or personal information as contemplated by these Terms of Use;
You are authorized to grant all of the aforementioned rights to the User Submissions to Company and all Users of the Service;
You agree to pay all royalties and other amounts owed to any person or entity due to your Submission of any User Submissions to the Service;
That the use or other exploitation of such User Submissions by Company and use or other exploitation by Users of the App and Service as contemplated by this Terms of Use will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; and
You understand that Company shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by you, that all information publicly posted or privately transmitted through the App is the sole responsibility of the person from which such content originated and that Company will not be liable for any errors or omissions in any content, and that Company cannot guarantee the identity of any other Users with whom you may interact in the course of using the Service.
Company does not endorse and has no control over any User Submission. Company cannot guarantee the authenticity of any data which Users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
Termination
Company may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership.
If you wish to terminate your account, you may do so by following the instructions on the App. Any fees paid hereunder are non-refundable.
All provisions of these Terms of Use which by their nature shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Warranty Disclaimer
Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding:
which Users gain access to the App;
what Content you access via the App;
what effects the Content may have on you;
how you may interpret or use the Content; or
what actions you may take as a result of having been exposed to the Content.
You release Company from all liability for your having acquired or not acquired Content through the App.
Company shall not be liable for equipment failures nor for the quality of or access to an internet connection.
The App may contain, or direct you to web apps containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any Content contained in or accessed through the App and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the App or the Service.
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
COMPANY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT:
THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION;
ANY DEFECTS OR ERRORS WILL BE CORRECTED;
ANY CONTENT OR SOFTWARE AVAILABLE THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR
THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.
YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Electronic Communications Privacy Act Notice (18 U.S.C. 2701-2712)
COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE APP OR ANY WEBAPP LINKED TO THE APP.
Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company’s equipment, transmitted over networks accessed by the App, or otherwise connected with your use of the Service.
Indemnification
You shall defend, indemnify, and hold harmless Company, its affiliates and each of its employees, contractors, directors, suppliers and representative from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the App, Service, Content or otherwise from your User Submissions, violation of these Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity.
Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Company in asserting any available defenses.
Limitation of Liability
IN NO EVENT SHALL COMPANY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE FOR:
ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISNG),
FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR
FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00).
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
International
Accessing the Service is prohibited from territories where such content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.
Electronic Delivery/Notice Policy and Your Consent
By using the Services, you consent to receive from Company all communications, including notices, Terms of Uses, legally required disclosures or other information in connection with the Services (collectively, “Contract Notices”) electronically. Company may provide such electronic Contract Notices by posting them on the Company App or sending them to the User via email.
If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Company App and Services.
Tax and Legal Compliance
In addition to this Terms of Use, you must familiarize yourself with, and comply with the policies, domestic laws (including common law), state legislation, international laws, statutes, ordinances and regulations regarding your use of the Service. In particular, you must ensure that your activities, and your information do not violate any relevant country-based fair trading legislation. Notwithstanding successful conclusion of a transaction, you must ensure strict compliance with any particular formalities which, if not complied with, will either render a transaction void or unlawful.
Governing Law
These Terms of Use (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods.
You agree that the company (and all Services) is deemed a passive web app that does not give rise to personal jurisdiction over Company or its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of Georgia.
You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Services, shall be filed only in the state or federal courts located in the State of Georgia and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
You hereby irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding.
Integration and Severability
These Terms of Use are the entire Agreement between you and Company with respect to the Service and use of the App, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Company with respect to the App.
If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable.
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Miscellaneous
Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference).
These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Company’s prior written consent. Company may assign, transfer or delegate any of its rights and obligations hereunder without consent.
No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect.
In any action or proceeding to enforce rights under these Terms of Use, the prevailing party will be entitled to recover costs and attorneys’ fees.
All notices under these Terms of Use will be in writing and delivered via email to the address given at time of registration and updated by User as necessary. Notice will be deemed to have been duly given the day after sent via email.