Terms of Service

PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Dwight Street Group LLC (dba Brainiac)( “Brainiac,” “Us,” “We,” or “the Company”) provides a platform through our website located at www.trybrainiac.com (the “Site”) on which Brainiac facilitates consultations (“Consultations”) between Customers and Experts (each, as defined below). The content on the Site includes, but is not limited to, the curated contents of phone calls and video conferences (“Calls”) made between Customers and Experts during such Consultations, fundamental financial models that allow users to enter financial variables in order to generate forecasts of certain publicly traded companies (“Models”), industry dashboards providing for visibility into industry-specific KPIs and data room contents (“Dashboards”) and complementary data sets and insights, including third-party transcripts and reports. We allow such content to be searched via our online platform and displayed through, among other things, transcripts, Models, Dashboards, reports, and company overviews and other derivative works (the Site, such Site content, Calls and associated transcripts and services related to Calls, Models, Dashboards, reports, insights and overviews shall collectively be referred to as the “Services”). Models may be delivered to You using interactive computer applications including Microsoft Excel or other spreadsheet applications (“Applications”). By accessing or using the Services or by clicking to accept or otherwise accepting these Terms, you (“You” or “User”) agree that You have read, understand, accept, and agree to be bound by these Terms and our Privacy Policy, found at www.trybrainiac.com/privacy, incorporated herein by reference, whether or not You are a registered member of Brainiac. If You are an entity who has employees or agents who will be using the Services on your behalf or within their duties as employees or agents (“Active Users”), or otherwise provide access to third parties in connection with your use of the Services, You agree that such Active Users and other third parties will be informed of, and will not use the Services unless they agree to, these Terms. If You do not agree to these Terms or the Privacy Policy, do not use the Services. We may update these Terms from time to time. We will provide reasonable notice of material changes. Changes will apply prospectively from the stated effective date. If You do not agree to a material change, You may stop using the Services and terminate any affected subscription as provided in your Order Form (as defined below) and receive a prorated refund of prepaid, unused fees. All immaterial changes shall be effective immediately upon being posted on the Site. Those changes that we, in our sole discretion, deem material changes to the Terms will be effective as to an existing User, who continues to use the Services, upon the earlier of: (1) the affirmative agreement of User; or (2) thirty (30) days after notice to the existing User is provided from a Company email address to User’s email address on file with the Company or via other means, including, but not limited to, a pop-up banner, message, or other conspicuous notice on the Site. If You consent to the new terms, such terms will be effective immediately. If You do not accept such changes, your sole and exclusive remedy is to cancel your account and discontinue using the Services.

Eligibility

The Services are intended solely for users who are eighteen (18) years of age or older and who are: (a) professional investors, corporations, or consultancies with extensive knowledge of markets, investment risks, and the limitations of the Services (“Customers”); (b) compliance or legal professionals employed or otherwise engaged by Customers; or (c) individuals or entities with particular subject matter expertise or experience with certain companies, industries, or subjects that provide advice and other assistance to Customers (“Experts”). Your use of the Services shall be deemed a representation by You that You meet the aforementioned eligibility requirements. If You do not meet these requirements, do not access or use the Services. Membership is void where prohibited.

Registration Data; Account Security

By signing up for the Services and using the Services, You agree to: (a) provide your accurate, current, and complete information for registration on the Services (“Registration Data”) when required; (b) maintain the security of your log-in credentials; (c) promptly update your Registration Data, and any other of your information to keep it accurate, current, and complete; and (d) be fully responsible for all use of your account. You consent to all actions we take with respect to your information consistent with our Privacy Policy. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

Without limiting any other remedies, the Company may, with notice to You, limit, suspend or discontinue your use of the Services and cancel your password at any time if it determines in good faith, in its sole discretion, that You have failed to comply with any of these Terms or your account is used for actual or suspected illegal activity or otherwise improper use of the Services. We will not be liable if all or any part of the Services is unavailable at any time, for any period, for any reason. From time to time, and in the Company’s sole discretion, the Company may restrict User’s access to some parts of the Services, or the entire Services, for security reasons, routine maintenance or infection of the Services.

Proprietary Rights and Licenses

All content on the Site (including, but not limited to, all transcripts and related information, underlying data and calculations contained in Models, Dashboard content, reports, company overviews and insights, profile information, general text, and design, and the selection and arrangement of such content (collectively, the “Site Content”) is the proprietary information of the Company (or where licensed from third-party contributors, of its licensors), with all rights reserved by the Company. The Company retains all right, title and interest in and to the Services and the Site Content.

You retain all right, title and interest in and to User Content (as defined below). The Company may derive from the use and operation of the Services volumes, frequencies, bounce rates, performance metrics and other data (“Usage Data”), and may use and disclose Usage Data to analyze and improve the Services and for other lawful business purposes. The Company may generate from User Content anonymized data that cannot be used to identify You or any natural person (“Anonymized Data”) and freely use and disclose Anonymized Data to analyze and improve the Services and for other lawful business purposes. The Company shall own all right, title and interest in and to Usage Data and Anonymized Data. You may (but are not obligated to) provide suggestions, comments or other feedback to the Company with respect to the Services, which the Company may freely use.

Except as otherwise permitted in these Terms or an Order Form, no Site Content may be modified, copied, distributed, framed, reproduced, republished, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company’s prior written permission in each instance. From time to time, the Company may, but is not obligated to, review the Services and Site Content, and may delete or remove (without notice) any Site Content in its sole discretion, for any reason or no reason, including Site Content that in the sole judgment of the Company violates applicable law; and with respect to Models: (A) alter, modify, amend, enhance, improve and manipulate the Models for Your internal working purposes (“Authorized Improvements”); and (B) incorporate User Content into such Models and create derivative works therefrom (“Authorized Improvements Containing User Content”).

Subject to the terms and conditions of these Terms, You are granted a limited license to access and use the Services and the Site Content and to download or print a copy of any portion of the Site Content to which You have properly gained access solely for your own internal working purposes, provided that You keep all copyright or other proprietary notices intact. Except for Questions, or as otherwise permitted in these Terms, Order Form or any separate written agreement You may have with the Company, You may not upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate any Site Content in any other database or compilation, and any other use of the Site Content is strictly prohibited.

Your use of the Services is subject to (a) any restrictions indicated in these Terms which may include, without limitation, restrictions on the number and kind of Users, the Subscription Term (if applicable), and (b) any other restrictions set forth in these Terms and in the Services (including limitations on printing and downloading Site Content). You shall not (i) use the Services or Site Content for the purposes of developing a competitive product or service or to carry out benchmarking or (ii) use the Services or any Site Content with any other platform, software, software solution, or other manual or automatic tools (including, but not limited to, any third-party artificial intelligence or machine learning tool (“AI Tool”) or large language model (“LLM”) or API).

Such license is subject to these Terms and does not include: (i) permission to use any data mining, robots, or similar data gathering or extraction methods; or (ii) any underlying technology or intellectual property associated with the Application that may be used to deliver the Models.

Any use of the Services or the Site Content other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate your limited license granted herein. Such unauthorized use may also violate applicable laws including securities, copyright and trademark laws, and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. If You breach these Terms, the Company will provide You with written notice and You will have thirty (30) days to cure such breach. If such breach is not cured within the 30-day period, the Company may revoke your license hereunder. If You wish to make any use of Site Content other than as set forth in this section, please address your request to legal@trybrainiac.com.

Trademarks

The Company name, the terms, the company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company. You must not use such marks without prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Services are the trademark of their respective owners.

Copyright Policy

It is the Company’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. The Company prohibits the posting and/or sharing on the Services of any information that infringes upon or violates the copyright rights and/or other intellectual property rights of any person or entity. If You suspect that your copyright or other intellectual property right that You are tasked with enforcing is violated by or infringed upon by any Site Content, please contact the Company at legal@trybrainiac.com with the details of the alleged infringement. The Company reserves the right to terminate, in appropriate circumstances, the accounts of Users who infringe upon or are believed to be infringing upon the rights of copyright holders. In addition, the Company accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.

User Conduct

You represent, warrant and agree that the contents of any Consultations provided by You or on your behalf or materials of any kind submitted or shared by You or on your behalf on or through the Services will not violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, or contain otherwise unlawful material. Specifically, You expressly agree that You will not submit information that would violate your employer’s policies, or any agreements to which You are subject (including, without limitation, any confidentiality agreements), insider trading regulations, SEC regulations, and/or other applicable laws, rules and regulations. You agree that You will not knowingly trade on any material non-public information that may have been shared during any Consultation in violation of insider trading regulations and/or other applicable laws, rules and regulations. BRAINIAC TAKES CERTAIN MEASURES TO PREVENT, DETECT, AND CORRECT VIOLATIONS OF THE UNITED STATES SECURITIES LAWS AND OTHER RELEVANT LAWS AND REGULATIONS AND THE DISSEMINATION OF MATERIAL NON-PUBLIC INFORMATION IN CONNECTION WITH THE PROVISION OF THE SERVICES. BRAINIAC DOES NOT GUARANTEE THAT YOU WILL NOT BE EXPOSED TO ANY MATERIAL NON-PUBLIC INFORMATION AND YOU REMAIN SOLELY RESPONSIBLE FOR NOT VIOLATING ANY APPLICABLE LAWS, (INCLUDING, BY WAY OF EXAMPLE AND WITHOUT LIMITATION, THE UNITED STATES SECURITIES LAWS) WHEN USING ANY INFORMATION YOU MAY OBTAIN IN CONNECTION WITH YOUR USE OF THE SERVICES. FOR PURPOSES OF THESE TERMS, “MATERIAL NON-PUBLIC INFORMATION” SHALL MEAN INFORMATION THAT IS CONSIDERED MATERIAL NON-PUBLIC INFORMATION UNDER THE UNITED STATES SECURITIES LAWS, INCLUDING, BUT NOT LIMITED TO, THE SECURITIES EXCHANGE ACT OF 1934. In addition, You agree, in connection with your use of the Services, that You will not:

• act in any unlawful manner, including, but not limited to, touting or otherwise promoting an investment or otherwise engaging in market-manipulating activities;

• in connection with the purchase or sale of any security: employ any device, scheme, or artifice to defraud; make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person;

• interact in any manner that could damage, disable, overburden, or impair the Services;

• upload, post, transmit, share, store, or otherwise make available any content that could reasonably be deemed to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable;

• impersonate any person or entity, or falsely state or otherwise misrepresent yourself;

• initiate a Consultation for any purpose other than asking Questions in connection with the Services;

• distribute any unsolicited commercial materials or advertisements unrelated to the Services;

• infringe upon any third party’s proprietary rights or rights of publicity or privacy;

• act in an obscene manner or distribute any material that would be “adult” in nature, harmful to minors, or contain pornography;

• distribute any viruses, Trojan horses, or other computer software that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;

• link directly or indirectly to, or include descriptions of, goods or services that are prohibited under these Terms or that You do not have a right to link to or include; or

• advocate, encourage, or assist any third party in doing any of the foregoing.

User Content

You understand and acknowledge that You are solely responsible for all content (including, but not limited to, any of your content in any Consultation in which You participate, information provided by way of any Services, feedback offered on a voluntary basis, or profile information of any kind) that You provide to the Company or share on or through the Services, or transmit to or share with other users of the Services (collectively the “User Content”), provided that, Authorized Improvements Containing User Content that You submit to the Company for troubleshooting or other support purposes shall be expressly excluded from User Content. The Company is not responsible, and shall not be held liable, for the accuracy of any User Content or for validating the availability and/or use of such content on the Services. If You participate in any Calls that get recorded, You grant to Us all rights necessary to create transcripts of such Calls and such transcripts of your portion of Calls are also considered “User Content.” When You provide User Content to the Company, You authorize and direct Us to make such copies and backups thereof as we deem necessary in order to facilitate the posting and storage of Site Content. By providing User Content to the Company, You automatically grant, without compensation to You, and You represent and warrant that You have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid-up, royalty-free, worldwide license (with the right to sublicense through multiple tiers) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any lawful business purpose on or in connection with the Services or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing, with or without compensation to the Company; provided, that it is our policy that User shall not be identified in Site Content except in furtherance of providing the Services. You represent and warrant that all User Content does and will comply with these Terms. You further represent that the Company may exercise the rights granted herein for User Content in a manner that will not cause the Company to infringe upon anyone’s intellectual property rights and that User Content will be free from viruses, infringing materials or libelous or slanderous materials.

Opt-Out. Per rights granted in the immediately preceding paragraph, the Company may train its AI/ML models using Your Content. You may opt out of such training by contacting the Company at legal@trybrainiac.com.

You understand and agree that the Company may, but is not obligated to, review the Services and Site Content and may, in its sole discretion, delete or remove any content for any reason or no reason, including User Content that the Company deems, in its sole discretion, violates applicable law or these Terms or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others. If required by a valid legal order issued by a court of competent jurisdiction, or otherwise required by law, We may disclose your identity or other information about You to any third party who claims that material posted by You violates their rights, including intellectual property rights or their right to privacy. If the Company does share such information, we shall provide notice to the extent legally permitted to such User whose information has been shared. We have the right to take appropriate legal action, including but not limited to referral to law enforcement or regulatory authorities, for any illegal or unauthorized use of the Services. If such legal action is taken by the Company, we shall provide User with written notice of our actions when permitted. Without limiting the foregoing, we have the right to cooperate fully with law enforcement authorities or court order requesting or directing Us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY IN GOOD FAITH DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.

Your Responsibilities

You will: (a) comply (and ensure the compliance of all of your and your affiliates’ employees and others that use the Services as your agent) with these Terms; (b) be responsible for ensuring that information You provide during any Consultations is not acquired or provided to Us in violation of any applicable law, policy, contractual restrictions, or other third-party rights, and do not infringe upon or misappropriate any intellectual property or other rights of any party; (c) use commercially reasonable efforts to prevent unauthorized access to or use of your user name, password, and the Services, and notify Us promptly of any such unauthorized access or use or any other security breach (and the Company will use reasonable efforts to notify You if they become aware of the same); and (d) use the Services only in accordance with these Terms and applicable laws and government regulations.

Customer Fees and Payment for Purchased Services

Fees. If You are a Customer, You will pay all fees specified in each applicable order form or through an online order process (each, an “Order Form”). Except as otherwise specified herein or in an Order Form, payment obligations are non-cancelable and fees paid are nonrefundable.

Invoicing and Payment. For all executed Order Forms, You will: (a) provide Us with valid and updated credit card information; (b) provide Us with a valid purchase order; or (c) arrange for electronic funds transfer. Where permissible, when You provide credit card information to Us, You authorize Us and/or a third-party payment processor to store such information and charge such credit card for all purchased Services listed in the applicable Order Form. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due within thirty (30) days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and for notifying Us of any changes to such information.

Overdue Charges. If any invoiced amount is not received by Us by the due date then, without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and new subscriptions on payment terms shorter than those specified in the section on Invoicing and Payment (including, without limitation, up-front payment).

Suspension of Services and Acceleration. If any amount owing by You under this or any other agreement for Our Services is thirty (30) or more days overdue (or seven (7) or more days overdue in the case of amounts You have authorized Us to charge to your credit card), We may, without limiting Our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least seven (7) days’ prior notice (for which email shall suffice) that your account is overdue, before suspending services to You. Such suspension will take effect if amounts due are not paid within the 7-day time period.

Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your access to and use of the Services hereunder (but not, for clarity, any Taxes based on Our gross income). If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees, and You are solely responsible for any fees charged by your financial institutions and vendors in connection with payment of the fees described herein, including but not limited to outgoing wire fees.

Future Functionality. You agree that You are entering into these Terms, including but not limited to your obligations hereunder and your agreement to make payments as set forth herein, based on the current offerings, content, functionality, and features, and such obligations and agreements are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Us regarding future functionality or features.

Customer Subscriptions

Subscriptions. Customers may access certain portions of the Services under subscriptions, which may be added or upgraded during a Subscription Term (as defined below and in the Order Form) and such added subscriptions will be prorated to the portion of that Subscription Term remaining at the time the subscriptions are added (but, for the avoidance of doubt, subscriptions may not be canceled or downgraded, and no refunds will be granted for any incomplete or partial use of a subscription); and any added subscriptions will terminate on the same date as the underlying subscriptions unless otherwise provided for in the Order Form.

Usage Rights and Limits. Services are subject to usage limits as stated herein or in an Order Form, including, for example, the quantities specified in the “Usage Rights” section of an Order Form. Unless otherwise specified: (a) a quantity in an Order Form refers to Active Users, and the Services may not be accessed by more than that number of Active Users; (b) an Active User’s password may not be shared with any other individual; and (c) upon written request of a customer (email sufficient), an Active User may be archived and a new individual (Active User) may replace the Active User who no longer requires ongoing use of the Services. If We determine, in our sole discretion, that You are exceeding the Usage Rights granted to You, We will notify You and You will have thirty (30) days from the date of such notice to bring your usage within the limits of such Usage Rights. We may assist You in reducing your usage so that it conforms to the limits of such Usage Rights. If, notwithstanding Our efforts, You are unable or unwilling to abide by the Usage Rights, You will be invoiced for the excess usage over the Usage Rights at the rate set forth on the Order Form and You hereby agree to pay these additional fees without any right of set-off or deduction.

Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form (the “Subscription Term”). Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one (1) year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

Termination of Subscription. A party may terminate a subscription: (a) upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors and such petition or proceeding is not dismissed within one hundred twenty (120) days. On termination, You will be required to cease use of and expunge all Site Content from your systems, except (i) any Authorized Improvements Containing User Content; or (ii) underlying files of the Site Content, solely as are necessary for statutory audit requirements, regulatory compliance purposes or as otherwise required by applicable law.

Refund or Payment upon Termination of Subscription. If a subscription is terminated by You in accordance with this Section, We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination (unless otherwise specified in an Order Form, fees for access to Site Content are due and payable upon the Services Start Date, are not considered “prepaid” fees, and are nonrefundable). If a subscription is terminated by Us in accordance with this Section, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

Compensation for Experts

If You are an Expert, You shall be compensated through the Services in exchange for the services You provide to Customers through the Services in accordance with the rate(s) and amounts set forth in the Services. Such compensation will primarily come from Customers, though Brainiac may offer You certain compensation as well.

Confidentiality

You will not disclose any (i) confidential information or (ii) any material non-public information concerning a quoted company, security or instrument or any trade secret - please note that: "confidential information" includes, but is not limited to: (i) confidential or proprietary information about your current (or a former) employer; (ii) trade secrets; (iii) financial information, such as margins or revenues, not publicly released; (iv) any other information which You are under a duty to keep confidential; and (v) identities of Users or the subject matter of any Consultation; "material non-public information" ("MNPI"), sometimes referred to as "inside information", is a specific type of confidential information. MNPI is information that is not generally available and there is a substantial likelihood that a reasonable investor would consider it important to an investment decision. If this information was generally available, it could significantly affect the price of an investment or significantly alter the total mix of information available to investors. MNPI includes, but is not limited to: (i) financial information or results before they are made public; (ii) non-public information regarding a merger, divestiture, or material contract; and (iii) information relating to unpublished clinical trials.

You will keep confidential, not disclose to any third party or use for any purpose, any confidential information disclosed to You before, during or after a Consultation (including without limitation the identity of a User, the subject matter of any Consultation or the questions asked during a Consultation and the rates agreed by You with respect to any Consultation). You agree that a breach of this Section may cause irreparable harm to Brainiac and/or Users and that damages would not be a sufficient remedy in respect of such breach. Without prejudice to any other rights which it may have, Brainiac and/or the relevant User shall be entitled to seek injunctive relief and other applicable equitable remedies in respect of any such breach.

Links

The Services may contain links to third-party websites or resources. You acknowledge and agree that the Company is not responsible or liable for the availability or accuracy of such websites or resources, or for the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the Company of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products, or services on or available from such websites or resources.

Disclosure of Recording

Brainiac recognizes that there are varying laws relating to the recording of phone calls and other communication mediums without the direct consent of the party recorded. User hereby consents to the recording of Calls and to the recording of its employees, if applicable. To ensure the protection of User’s rights under the law, User will receive a notification of recording at the beginning of a Call. By remaining on the call following the notification, User acknowledges the notification and consents to having the call recorded. You acknowledge that Brainiac may include transcripts of your Calls in its online repository for viewing by other clients, provided that Brainiac will remove your name or the names of your employees (if applicable) from the transcripts.

Direct and Follow-Up Engagements

You agree, following your introduction to any Expert or Customer by Brainiac, that unless You have documented evidence of a prior existing business relationship with such Expert or Customer, You will not, directly or indirectly, solicit from or propose to any such Expert or Customer any kind of business relationship similar to one that would otherwise occur under these Terms without the written express consent from Brainiac.

Expert-Specific Terms and Conditions

By agreeing to participate in a Consultation, You confirm that You understand and are knowledgeable about the proposed subject matter and that You will undertake the Consultation diligently, professionally and to the best of your ability. During a Consultation, You will be acting in your personal capacity, as an independent contractor, and not as an employee or representative of Brainiac or any other party. If at any time before, during or after a Consultation You become aware of any professional, regulatory or ethical conflict or other reason why You should not participate/have participated in a Consultation, You should terminate the Consultation and notify Brainiac immediately by emailing legal@trybrainiac.com. If You have to terminate a Consultation early, You will be paid your applicable fee for the time that You have actually spent on the Consultation plus an additional 15 minutes. You acknowledge and agree that Brainiac is under no obligation to provide You with any engagement opportunities and in the event that Brainiac determines, in its sole discretion, that You have breached this Section, Brainiac may terminate or suspend its relationship with You without notice or explanation.

Disclaimer of Warranties

EXCEPT AS OTHERWISE PROVIDED HEREIN: THE SERVICES ARE PROVIDED TO YOU “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY; YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY SERVICES; TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ANY WEBSITE LINKED TO IT; BRAINIAC AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICES TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE.

Your use of the Services is not intended to and shall not be interpreted to create any attorney-client or other professional-client (e.g., CPA or RIA) relationship between You and the Company or any other User. WHILE SITE CONTENT MAY CONCERN LEGAL, INVESTMENT, ACCOUNTING, MEDICAL OR OTHER CONTENT RELATED TO PROFESSIONAL SERVICES (INCLUDING THOSE PROVIDED DURING CONSULTATIONS BY EXPERTS), BRAINIAC IS NOT PROVIDING LEGAL, INVESTMENT, ACCOUNTING, MEDICAL OR ANY OTHER PROFESSIONAL ADVICE. BRAINIAC EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY CONTENT IN CONNECTION WITH THE SERVICES.

IF YOU ARE AN EXPERT, YOU ACKNOWLEDGE AND AGREE THAT (A) YOU ARE SOLELY RESPONSIBLE FOR ALL ADVICE PROVIDED BY YOU OR ON YOUR BEHALF, AND BRAINIAC IS NOT RESPONSIBLE FOR ANY SUCH ADVICE; AND (B) BRAINIAC IS NOT RESPONSIBLE FOR PROVIDING YOU WITH ANY OPPORTUNITIES TO ENGAGE IN CONSULTATIONS.

YOU ACKNOWLEDGE AND AGREE THAT CERTAIN PORTIONS OF THE SERVICES MAY USE ARTIFICIAL INTELLIGENCE, THAT ARTIFICIAL INTELLIGENCE IS EXPERIMENTAL, AND THAT ANY PORTION OF THE SERVICES USING ARTIFICIAL INTELLIGENCE (“AI FEATURES”) AND ANY OUTPUTS THEREFROM MAY CONTAIN INACCURATE OR INCOMPLETE INFORMATION. YOU ACKNOWLEDGE AND AGREE THAT BRAINIAC MAKES NO REPRESENTATIONS OR WARRANTIES AND PROVIDES NO INDEMNITIES WITH RESPECT TO ANY AI FEATURES. YOU, YOUR CLIENTS, CUSTOMERS AND END USERS AND ANY OTHER THIRD PARTIES WHO ACCESS OR USE ANY AI FEATURE OR ANY OUTPUT THEREFROM ARE RESPONSIBLE FOR ALL DECISIONS MADE, ADVICE GIVEN, ACTIONS TAKEN, AND FAILURES TO TAKE ACTION BASED ON THEIR ACCESS OR USE OF SUCH AI FEATURE OR ANY OUTPUT THEREFROM.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER BRAINIAC NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BRAINIAC OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL BRAINIAC’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO BRAINIAC FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO BRAINIAC, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BRAINIAC AND YOU. While we try to maintain the integrity and security of the Services, the Services may not remain secure, complete or correct, and access to the Services may be interrupted. Additionally, third parties may make unauthorized alterations to the Services or any content viewed through the Services. If You become aware of any unauthorized third-party alteration of the Services, contact Us at legal@trybrainiac.com with a description of the material(s) at issue and the URL or location on the Services where such material(s) appear.

Indemnity

You agree to defend, indemnify, and hold the Company harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Services, any violation by You of these Terms, any breach of the representations, warranties and covenants made by You herein, or any dispute between You and another User. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify the Company and You agree to cooperate with the Company’s defense of these claims. The Company will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it. You agree that the provisions in this Section will survive any termination of these Terms.

Jurisdictional Issues

The Services are controlled and operated by Brainiac from the United States and are not intended to subject Brainiac to the laws or jurisdiction of any state, country or territory other than that of the United States. Brainiac neither represents nor warrants that the Services nor any part(s) thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Services, You do so on your own initiative and at your own risk, and You are responsible for complying with all local laws, rules, and regulations. We may limit the availability of the Services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time.

Governing Law and Arbitration

These Terms are governed by the laws of the State of Delaware, U.S.A., without regard to its conflicts of law provisions, and regardless of your location. ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND BRAINIAC, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, EXCEPT FOR THOSE CLAIMS RELATED TO PROTECTION OF INTELLECTUAL PROPERTY, SHALL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND, BY YOUR ACCESS TO OR USE OF THESE SERVICES, YOU AGREE THAT YOU AND BRAINIAC ARE EACH WAIVING OUR RESPECTIVE RIGHT TO TRIAL BY A JURY. BY YOUR ACCESS TO OR USE OF THE SERVICES, YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND, BY YOUR ACCESS TO OR USE OF THE SERVICES, YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, as amended by these Terms. Any in-person hearings or appearances shall be held in Wilmington, Delaware, in New Castle County, U.S.A. unless the parties agree to remote proceedings. Arbitration proceedings shall be conducted in a manner that preserves confidentiality. The arbitrator's decision shall follow these Terms and shall be final and binding. The arbitrator shall have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

Class Action Waiver

ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND THE COMPANY SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION.

IF YOU DO NOT WISH TO BE BOUND BY THE CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY BRAINIAC IN WRITING OR VIA EMAIL WITHIN NINETY (90) DAYS OF THE DATE THAT YOU FIRST ACCEPTED THESE TERMS.

Disputes Between You and Other Users

You are responsible for your and your personnel’s conduct while using the Services. In the event of a dispute between You and other users, including with respect to the Services, the Company is not responsible for addressing or resolving such dispute. While the Company may elect to attempt to help resolve any such dispute, such as by investigating complaints, suspending accounts, withholding disputed payments and/or issuing refunds as the Company deems appropriate, the Company is not responsible for doing any of the foregoing or resolving any such dispute. The Company is not responsible for a user’s acts or omissions while using the Services.

Miscellaneous

If any term, condition, or provision of these Terms (or part thereof) is determined to be unlawful, invalid, void, or for any reason unenforceable, the validity and enforceability of the remaining terms, conditions, and provisions (or parts thereof) shall not in any way be affected or impaired.

Brainiac’s relationship to the User, if any, shall be that of an independent contractor. Nothing in these Terms shall be construed to create any partnership, joint venture, employer-employee, or agency relationship between Brainiac and the User or its affiliates.

You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without Our express prior written consent, and any prohibited assignment, transfer or sublicense is void. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. No professional-client relationships shall be formed on the Services.

Except as expressly stated in an Order Form, these Terms constitute the entire agreement between You and the Company relating to the subject matter herein and supersede any and all prior and contemporaneous oral and written agreements, writings, and all other communications between the parties. In the event that there is a conflict between these Terms and an Order Form, the Order Form will prevail.

Your Comments and Concerns

The Services are operated by Brainiac. All notices of copyright infringement claims should be sent to legal@trybrainiac.com. All other feedback, comments, requests for technical support, and other communications relating to the Services should be directed to hello@trybrainiac.com.