Agreement between user and www.braincert.com
Welcome to www.braincert.com. The www.braincert.com website (the "Site") is comprised of various web pages operated by BrainCert Inc ("BrainCert"). www.braincert.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of www.braincert.com constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
THESE TERMS, INCLUDING THIS INTRODUCTORY SECTION, CREATE A BINDING LEGAL CONTRACT BETWEEN YOU AND THE COMPANY. BY USING THE COMPANY PRODUCTS, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT USE - AND ARE NOT AUTHORIZED TO USE - ALL OR ANY PORTION OF THE COMPANY PRODUCTS.
For the purposes of this agreement, "you" means a parent who pays for access to the Company Products as well as the student, Instructor (as defined below), or other User (as defined below) who accesses or uses the Company Products. If you are a parent, guardian, or other person who enables a child to access the Company Products, you agree to stand in the shoes of such child for the purposes of making us whole in case of damages or indemnification that could properly lie against a child, if not for his or her age. This Site is intended for use by you only if you are 13 years of age or older.
If you are using or opening an account to use the Company Products on behalf of a company, entity or organization (each a "Subscribing Entity"), then you represent and warrant that you: (i) are an authorized representative of that Subscribing Entity with the authority to bind such entity to these Terms, and (ii) agree to be bound by these Terms on behalf of such Subscribing Entity.
Additionally, users are prohibited from selling, trading, or otherwise transferring your BrainCert account to another party. If you do not qualify, you may not use the BrainCert Service.
4. Electronic Communications
Visiting www.braincert.com or sending emails to BrainCert constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
5. Your Account
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that BrainCert is not responsible for third party access to your account that results from theft or misappropriation of your account. BrainCert and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
BrainCert does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use www.braincert.com only with permission of a parent or guardian.
6. BrainCert Platform Subscription Terms
6.1 BrainCert Platform Subscription Payments
The term of this Agreement shall be monthly or yearly (unless or otherwise we create a custom subscription package), to commence on the date that the Subscriber signs up electronically for the Services by creating an Account with an email address and upgrading to one or more of our paid premium plans under the products offered. Unless otherwise stated, all fees are quoted in U.S. Dollars. Subscribers are typically billed monthly or yearly on the date that they signed up for, with payment due no later than ten (5) days past the invoice date. If your payment method fails or your account is past due, your access to any Company Products will be limited pending resolution of any amounts due by you to Company.
6.2 BrainCert Platform Subscription Billing
We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms of Service. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
6.3 BrainCert Platform Subscription Refunds and Credits
6.3.1 Plan Refunds
All subscription plan payments are non-refundable. i.e., there are no refunds or credits for periods where the User did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing payment interval. If, after signing up, User willing to upgrade to an expensive Plan, the unused portion of any prepaid Fees shall be applied to the Fees of the more expensive Plan.
6.3.2 Monthly Subscription Plan Refunds
If you have an active monthly recurring subscription, you can easily upgrade or downgrade to a new plan. We'll optionally prorate the price we charge next month to make up for any price changes. If you terminate a monthly subscription plan, you can continue to use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you won't be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.
6.3.3 Yearly (Annual) Subscription Plan Refunds
We require a full one year commitment with annual plans which are discounted compared to monthly plans. You may however upgrade to a higher annual plan offered but cannot downgrade to a plan lower than the current subscription payment value. BrainCert reserves the right to provide credits or discounts based on Our sole and absolute discretion. The provision of credits or discounts in one instance does not entitle You nor obligate Us with respect to future credits or discounts. Credits will be applied to future invoices and are not eligible for refunds, are not transferable between Orders or Services. Unused credits expire if not used prior to the termination of an Order.
6.4 BrainCert Platform Subscription Plan Cancellation, Suspension and Deletion
If you cancel a paid plan, the cancellation will become effective at the end of the then-current billing cycle. When you cancel a paid plan, your account will revert to a Free account and BrainCert will disable access to features available only to paid plan users.
You may delete your account at any time. Accounts on the Free plan may be deleted from the Sites if they remain inactive (i.e., the user fails to log in) for a continuous period of at least six (4) months. Accounts on paid plans will remain active unless you explicitly ask us to delete it when you cancel your paid plan. Upon termination, all licenses granted by BrainCert will terminate. In the event of account deletion for any reason, your course and other contents in the public marketplace and LMS domain will still be available. You are responsible for unpublishing or deleting your own contents. Contact support if you need assistance closing down LMS domain completely after account deletion.
6.5 Instructor Payouts and Student Refunds
6.5.1 Instructor Payouts
6.5.2 Student Refunds
As an instructor utilizing the "Paid Course, Test or Live Class" option on BrainCert, you agree to the following terms and conditions: You agree to charge only for your own content. While supporting material may be used from other sites, you must own the rights to the primary content on your course. As an Instructor, you acknowledge and agree that Students have the right to receive a refund. In case of any dispute or concerns regarding the quality of content, BrainCert team will email the instructor with the details raised by the student. Instructor shall work with both BrainCert team and the student to resolve the issue in an amicable manner and issue a refund if applicable. BrainCert is not repsonsible for issuing refunds as the payments are deposited in to your account immediately after the transaction as per section 6.5.1.
You are solely responsible for your interactions with the students. BrainCert reserves the right, but has no obligation to monitor disputes between you and other students
7. BrainCert Market Place
7.1 BrainCert Market Place Content
BrainCert provides a service upon which Instructors may create, offer for sale, and administer Courses and Tests to students on the online Market Place. BrainCert is neither a Course provider nor has control over any of the content sold over the Marketplace. Instructors are not employees of BrainCert. BrainCert is not responsible for interactions between Instructors and Students, with the exception of providing the technological means through which Instructors may broadcast and otherwise make available their Courses and tests.. Courses, curriculum, and materials may not contain, relate to in a manner that causes or promotes, or enable any of the following: illegal behavior; violence or sexually explicit content; the fabrication or use of any weapon; promotion of hate speech; the intentional misleading, deceiving, demeaning, or harming of any person or entity; or anything else that BrainCert deems, in our sole discretion, to be offensive or inappropriate. In connection with teaching any Course or providing Course material, you may not provide, broadcast, or disseminate any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory, or libelous content or information.
7.2 BrainCert Market Place Privacy
7.3 BrainCert Market Place Instructor Terms
As an instructor utilizing the "Paid Course, Test or Live Class" option on BrainCert, you agree to the following terms and conditions: You agree to charge only for your own content. While supporting material may be used from other sites, you must own the rights to the primary content on your course. As an Instructor, you acknowledge and agree that Students have the right to receive or not receive a refund. In case of any dispute or concerns regarding the quality of content, BrainCert team will email the instructor with the details raised by the student. Instructor shall work with both BrainCert team and the student to resolve the issue in an amicable manner and issue a refund if applicable. BrainCert reserves the right, but has no obligation to monitor disputes between you and other students.
7.4 BrainCert Market Place Copyright
Each Instructor is solely responsible for any and all Content that it uploads, transmits, or posts to the Sites or uses, offers, or disseminates in teaching its Courses. Your Courses, including any part of the curriculum or materials provided, shall not infringe or misappropriate any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party. For any Content you provide in connection with the Courses, you agree that you own or have the necessary licenses, rights, consents, and permissions to use such materials, and possess the right and ability to sublicense those rights in connection with your license on BrainCert.
7.5 BrainCert Market Place Instructor Payments
7.6 BrainCert Market Place Student Refunds
BrainCert is not responsible for issuing refunds for the marketplace transactions. The instructor is solely responsible for the interactions with the students and providing them with answers regarding the refund. BrainCert is not liable for any disputes, claims, or losses of any kind that may arise out of the Instructor/Student relationship, including but not limited to, any Student’s reliance upon any information provided by an Instructor at any time.
8. Links to third party sites/Third party services
http://www.braincert.com may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of BrainCert and BrainCert is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. BrainCert is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by BrainCert of the site or any association with its operators.
Certain services made available via http://www.braincert.com are delivered by third party sites and organizations. By using any product, service or functionality originating from the http://www.braincert.com domain, you hereby acknowledge and consent that BrainCert may share such information and data with any third party with whom BrainCert has a contractual relationship to provide the requested product, service or functionality on behalf of http://www.braincert.com users and customers.
9. No unlawful or prohibited use/Intellectual Property
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of BrainCert or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. BrainCert content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of BrainCert and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of BrainCert or our licensors except as expressly authorized by these Terms.
10. Use of communication services
The Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.
By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations.
BrainCert has no obligation to monitor the Communication Services. However, BrainCert reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. BrainCert reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
BrainCert reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in BrainCert's sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. BrainCert does not control or endorse the content, messages or information found in any Communication Service and, therefore, BrainCert specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized BrainCert spokespersons, and their views do not necessarily reflect those of BrainCert.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.
11. Materials provided or posted on any BrainCert web page
BrainCert does not claim ownership of the materials you provide to http://www.braincert.com (including feedback and suggestions) or post, upload, input or submit to any BrainCert Site or our associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting BrainCert, our affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. BrainCert is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in BrainCert's sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
11.1 User Content Posted on the Site
You are solely responsible for the profiles, comments, messages, notes, text, documents, presentations, videos, animation files, listings, and other content that you upload, publish or display (hereinafter, "post") on or through the Service or the Site, or transmit to or share with other users (collectively the "User Content"). You may not post, transmit, or share User Content on the Site or Service that you did not create or that you do not have permission to post. You understand and agree that the Company may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including without limitation User Content that in the sole judgment of the Company violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to the Company. When you post User Content to the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site.
We do not claim any ownership of the User Content. You the user may have an option to mark the content you upload as Private (Private Content) or allow it to be used by other users of the Site (Public Content). In case of Public Content, including but not limited to your public profile, comments, messages, notes, text, documents, presentations, videos, animation files, listings, and other content, you automatically grant, and you represent and warrant that you have the right to grant to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Public User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Public User Content, and to grant and authorize sublicenses of the foregoing. You also hereby grant each user of the Site (subject to such limitations, if any, that may apply with respect to Private Content) a non-exclusive license to access your Content through the Site, and to use, reproduce, distribute, prepare derivative works of, and display such Content as permitted through the functionality of the Site and under these Terms of Service. You may remove your User Content from the Site at any time. However, you acknowledge that in case the User Content was Public in nature the Company or Users may retain such Content in their own accounts. Further you also acknowledge that the Company may retain archived copies of your User Content whether Public or Private.
11.2 Removal of Submitted Content by Us
You acknowledge that we may screen Submitted Content, and that we shall have the right (but not the obligation), in our sole discretion, to remove any Submitted Content, including terminating Courses, from the Services without any liability to you. Without limiting the foregoing, we have the right to remove any Submitted Content that violates these Terms or is otherwise objectionable in our sole and absolute discretion. You agree and acknowledge that we may preserve Submitted Content and may disclose Submitted Content if required to do so by law or in the good faith belief that any such preservation or disclosure is reasonably necessary to comply with legal process, enforce these Terms, respond to claims that any Submitted Content violates the rights of third parties or protect our rights, property or personal safety or that of our Users and the public.
12. Third Party Accounts
You will be able to connect your BrainCert account to third party accounts. By connecting your BrainCert account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.
13. International Users
The Service is controlled, operated and administered by BrainCert from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the BrainCert Content accessed through http://www.braincert.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
You agree to indemnify, defend and hold harmless BrainCert, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. BrainCert reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with BrainCert in asserting any available defenses.
15. Liability disclaimer
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. BRAINCERT INC AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.
BRAINCERT INC AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. BRAINCERT INC AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
16. Termination/access restriction
BrainCert reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Virginia and you hereby consent to the exclusive jurisdiction and venue of courts in Virginia in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and BrainCert as a result of this agreement or use of the Site. BrainCert's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of BrainCert's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by BrainCert with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and BrainCert with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and BrainCert with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
17. Changes to Terms
BrainCert reserves the right, in its sole discretion, to change the Terms under which https://www.braincert.com is offered. The most current version of the Terms will supersede all previous versions. BrainCert encourages you to periodically review the Terms to stay informed of our updates.