TERMS AND CONDITIONS

Introduction
Bizbrain Technologies takes its relationship with its users very seriously and works
within its powers to protect them from fraud, abuse, and more. This Terms of Use
Agreement (“Agreement”) sets forth the relevant legal obligations, defines our
responsibilities to our users, and outlines the methods with which we handle any
fraudulent or illicit activity on Bizbrain Technologies.

1. Preliminary Terms

  • This Bizbrain Technologies User Agreement constitutes a legally binding
    agreement between you (the end user) and Bizbraintech.com (the
    “Site”). The parties are further defined below. It is essential that you read
    and understand these terms and conditions. PLEASE READ AND PRINT
    THIS AGREEMENT IN ITS ENTIRETY BEFORE ACCEPTING THE TERMS
    AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO
    ALL OF THESE TERMS AND CONDITIONS YOU MUST ABSTAIN FROM
    USING ANY SERVICES IN CONNECTION WITH BIZBRAIN
    TECHNOLOGIES.
  • You may be required from time to time to indicate your acceptance of this
    Agreement by marking a checkbox or other method; however, by accessing
    Bizbraintech.com or using any of the various services offered by Bizbrain
    Technologies and/or through Bizbraintech.com (the “Services”), you are
    confirming your understanding and acceptance of the terms and conditions
    contained in this Agreement and as modified or changed from time to time in
    accordance with this Agreement. This Agreement is deemed accepted and
    signed by virtue of the use of Bizbraintech.com by you, or by your use of any
    of the Services.
  • Should you have any questions regarding the interpretation of this
    Agreement, you should seek independent legal advice. It is important that
    you read these terms and conditions carefully before accepting this
    Agreement. You are encouraged to print, copy, or otherwise save this
    Agreement in its entirety and store it along with all confirmation emails, any
    additional terms, transaction data, and all other policies, procedures,
    regulations incorporated herein by reference and any and all modifications
    prior to accepting its terms and conditions. The terms and conditions
    contained herein represent the complete and final Agreement between you
    and Bizbrain Technologies and supersede any and all prior agreements,
    representations, or statements made by you or Bizbrain Technologies.
  • The obligations contained in this Agreement are those of Bizbrain
    Technologies and do not extend to its agents, employees, customer service
    representatives, merchants, vendors, contractors, managers, owner(s),
    attorneys, staff, affiliates, affiliated corporations, or entities. Any, some, or all
    of the rights, terms and conditions contained in this Agreement are assignable
    by Bizbrain Technologies from time to time in its discretion. Upon any such
    assignment, you agree that any, some, or all rights, liabilities, conditions and
    terms associated with this Agreement will be transferred to such assignee(s),
    thereby releasing Bizbrain Technologies of some or all obligations and
    liabilities associated with being a party to this Agreement. If all rights,
    obligations, and responsibilities are assigned by Bizbrain Technologies, the
    assignee and you will continue as the only parties to this Agreement. You
    agree that you shall be responsible for any and all fees and costs of
    collections and/or enforcement actions taken pursuant to this Agreement and
    with respect to any rights assigned pursuant to this Agreement. “You”
    includes the individual end-user and, if applicable, your heirs, estate, issue,
    and spouse. Notwithstanding the foregoing, the obligations of Bizbrain
    Technologies under this Agreement extend to the end-user alone and do not
    extend to your heirs, estate, issue, or spouse.
  • Bizbrain Technologies reserves the right to modify and amend this Agreement
    at any time with or without notice to you. Such amendments will become
    effective immediately upon being posted by Bizbrain Technologies. It is your
    sole responsibility to review this Agreement and amendments made from time
    to time. Any such amendments to this Agreement will supersede the prior
    Agreement(s) unless otherwise expressly indicated in such amendment(s).
  • Although this Agreement represents the primary terms and conditions of
    service for the Site, additional guidelines and rules are hereby incorporated
    by reference. The document(s) which can be found on the Site, and which
    are specifically incorporated by reference, and are therefore part and parcel
    of this Agreement are the following: Privacy Policy.

2. Explanation of Access to Services

  • Subject to the terms and conditions contained herein, Bizbrain Technologies
    grants you a non-exclusive, personal, non-transferable, and non-sublicensable right to access and use the Site only to access Bizbraintech.com
    and use the Services offered.
  • All other material used in any media, correspondence, production, or
    demonstration by Bizbrain Technologies including but not limited to the
    software, images, graphics, photographs, animations, videos, music, audio,
    advertisements, text, and all related intellectual property rights are owned
    by Bizbrain Technologies and/or its affiliated companies, licensors, parent
    companies, and its related companies and associated groups. You have no
    rights in or to any such material. All proprietary rights are reserved.

3. Restrictions and Regulations Governing Use of the Services

  • Under no circumstance shall you modify, adapt, translate, reverse-engineer,
    decompile, disassemble, or otherwise attempt to discover the source code of
    the Bizbrain Technologies website or any part thereof or to create, publish, or
    distribute derivative works based upon the website. You may not attempt to
    gain access to the Bizbrain Technologies website in any unauthorized or
    malicious manner. Without limitation, if Bizbrain Technologies deems you to
    be in breach of this provision or conceiving and conspiring to breach this
    provision, this Agreement may be terminated and/or Bizbrain
    Technologies may take any of the other actions or remedies set forth in this
    Agreement.
  • If Bizbrain Technologies deems that you have engaged in fraudulent,
    unlawful, dishonest, or improper activity while using the Bizbrain
    Technologies website or Services, including but not limited to any of the
    activities described above or any other fraudulent activity including but not
    limited to, any activity that gives reason to suspect suspicious or criminal
    activity, this Agreement may be terminated and/or Bizbrain Technologies may
    take any of the other actions or remedies set forth in this Agreement. Without
    limitation, Bizbrain Technologies reserves the right to disclose recorded data
    or communications to the relevant authorities if and when required by
    applicable law.

4. Warranty Disclaimer

THE SERVICES ARE PROVIDED TO YOU BY BIZBRAIN TECHNOLOGIES “AS
IS” WITHOUT ANY WARRANTY OF ANY NATURE. IMPLIED WARRANTIES,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS, ACCURACY, OR
NON-INFRINGEMENT ARE HEREBY DISCLAIMED. The risk arising out of the use
of the Services remains with you. Bizbrain Technologies disclaims all warranties of
any kind including but not limited to, express or implied, and warranties for
completeness or accuracy. You acknowledge that we do not guarantee continuous,
uninterrupted, or secure access to this Site and numerous factors or circumstances
outside of our control may interfere with or adversely affect our operation of this Site.
Nor do we guarantee that you will be able to access or use all parts of this Site. You
understand that we will have no liability to you for any inaccessibility. We may
suspend access to this Site temporarily and without notice for system failure,
maintenance, repair, or reasons beyond our control. We reserve the right to modify
or discontinue this Site with or without notice to you. We will not be liable to you or
any third-party if we exercise our right to modify or discontinue the Site. We may
immediately suspend, terminate, or block your access to this Site if we reasonably
believe that you have violated this Agreement.

5. Limitation of Liability

  • In no event shall Bizbrain Technologies, its officers, directors, employees, or
    agents, be liable to you for any direct, indirect, incidental, special, punitive, or
    consequential damages whatsoever resulting from any: errors, mistakes, or
    inaccuracies of content; personal injury or property damage, of any nature
    whatsoever, resulting from your access to and use of our Services;
    unauthorized access to or use of our secure servers and/or any and all
    personal information and/or financial information stored therein; interruption
    or cessation of transmission to or from our Services; bugs, viruses, Trojan
    horses, or the like, which may be transmitted to or through our Services by
    any third-party; errors or omissions in any content or for any loss or damage
    of any kind incurred as a result of your use of any content posted, transmitted,
    or otherwise made available via the Services, whether based on warranty,
    contract, tort, or any other legal theory, and whether or not Bizbrain
    Technologies is advised of the possibility of such damages.
  • The foregoing limitation of liability shall apply to the fullest extent permitted by
    law in the applicable jurisdiction. Bizbrain Technologies makes no
    representations that the Services are appropriate or available for use in other
    locations. Those who access or use the Services from other jurisdictions do
    so at their own volition and are responsible for compliance with local law.
  • You further acknowledge that under no circumstances shall Bizbrain
    Technologies be liable for any use or misuse of its Services, including but not
    limited to claims related to breach of contract, tort, intentional interference
    with contractual or advantageous business relationships, data breach, identity
    or password theft, fraud, misrepresentation, deceptive trade practices, libel,
    slander, harassment, cyber-bullying, spam, false advertising, cheating, or any
    other claim regardless of legal theory or label.

6. Customer Support

In an effort to keep users fully informed, Bizbrain Technologies may send out
communications by way of email and newsletters. You agree and acknowledge that
you have the right to opt out of receiving such communications from Bizbrain
Technologies. You also agree to maintain an up-to-date email address for receiving
such communications, and acknowledge your responsibility to frequently review
such communications and remain up to date on all correspondence from Bizbrain
Technologies. Communications may include, but are not limited to, information
relevant to any updates or changes that may occur, information about new features
and security, promotional communications, and any other communications relevant
to you about Bizbrain Technologies. You should assume that all correspondence
between yourself and the staff of Bizbrain Technologies will be recorded and may
be used to improve customer service or as evidence in a dispute.

7. You are Responsible for Your Connection to Bizbrain Technologies

You are solely responsible for your telecommunications networks, hardware, and
Internet access services that allow you to connect to and use the Services. Bizbrain
Technologies will not be liable or accept any responsibility for damages resulting
from a connectivity issue, including but not limited to issues, errors, failures related
to computer hardware insufficiencies, or failures, network connectivity issues
whether they be incidental or intentional. Bizbrain Technologies shall not be a party
to any dispute between you the user and a telecommunications provider, and in no
way do the relationships between any telecommunications provider and you have
any effect on your obligations under this Agreement.

8. Breach

You agree to compensate Bizbrain Technologies in full for any costs or losses
including but not limited to, reasonable legal fees incurred by Bizbrain
Technologies in association with any breach of this Agreement by you. Without
limitation, you agree that if you fail to comply with any of the terms, provisions, or
conditions set out in this Agreement, that action or inaction will result in a material
breach and Bizbrain Technologies may take any action that it deems to be
appropriate including but not limited to terminating this Agreement and/or taking any
of the other actions or remedies set forth in this Agreement.

9. Scope of Disclaimers

The disclaimers, exclusions, and limitations contained in this Agreement apply to the
maximum extent permitted by applicable law, but no more. They are not intended
to deprive you of any mandatory protections provided to you under applicable law.
Because some jurisdictions may prohibit the exclusion or limitation of certain
warranties, liability for consequential damages, or other matters, some or all of the
disclaimers, exclusions, or limitations may not apply to you. It is your responsibility
to determine the extent to which the disclaimers, exclusions, and limitations
contained in this Agreement may be applied to you. Please note that nothing in this
Agreement is intended to benefit any particular third-party, and only the parties
hereto shall have standing to enforce any term of this Agreement.

10. Data

All user data is considered the property of Bizbrain Technologies. You agree,
understand and warrant that the records recorded by Bizbrain Technologies shall
govern and constitute the final authority in determining all of your activity and use
connected with the Bizbrain Technologies Services. Bizbrain Technologies may
maintain and record all data associated with the Services for a reasonable amount
of time in accordance with Bizbrain Technologies’ internal policy and
procedures. You agree to hold Bizbrain Technologies harmless for any loss of data
that may occur during the course of business.

11. Indemnification

  • To the extent permitted by applicable law, you agree to defend, indemnify,
    and hold harmless Bizbrain Technologies, its parent, subsidiary and affiliated
    corporation(s), their officers, directors, employees and agents, from and
    against any and all claims, damages, obligations, losses, liabilities, costs,
    debt, and expenses (including but not limited to attorney’s fees) arising from:
    (i) your use of and access to the Services; (ii) your violation of any part of this
    Agreement; (iii) your violation of any third-party right, including without
    limitation any copyright, property, or privacy right. This defense and
    indemnification obligation will survive this Agreement and your use of the
    Services.
  • The provision of any services which are in violation of any laws is strictly
    prohibited. If we determine that you or any user has provided or intends to
    provide any services or material in violation of any law, your ability to use the
    Services will be terminated immediately. We have every right to voluntarily
    cooperate with law enforcement or private aggrieved parties that we may be
    legally compelled to do so. We do hereby disclaim any liability for damages
    that may arise from any user providing any material or services for any
    purpose that violates any law. You do hereby agree to defend, indemnify and
    hold us harmless from any liability that may be imposed on us arising from
    your violation of any law – whether online or offline.
  • You also agree to defend and indemnify us should any third-party be harmed
    by your illegal actions or should we be obligated to defend any claims
    including, without limitation, any criminal action brought by any party.
  • You agree to defend, indemnify, and hold harmless Bizbrain Technologies,
    its officers, directors, shareholders, employees, independent contractors,
    telecommunication providers, and agents, from and against any and all
    claims, actions, loss, liabilities, expenses, costs, or demands, including
    without limitation legal and accounting fees, for all damages directly,
    indirectly, and/or consequentially resulting or allegedly resulting from your, or
    you under another person’s authority including without limitation to
    governmental agencies, use, misuse, or inability to use the website, Services,
    or any of the materials contained therein, or your breach of any of this
    Agreement. We shall promptly notify you by electronic mail of any such claim
    or suit and cooperate fully (at your expense) in the defense of such claim or
    suit. We reserve the right to participate in the defense of such claim or
    defense at our own expense, and choose our own legal counsel, but are not
    obligated to do so.

12. No Waiver

Any waiver of any breach of this Agreement by Bizbrain Technologies does not
constitute a waiver of a breach of any other provision of this Agreement nor will it
constitute a subsequent waiver of any breached term of the Agreement.

13. Third Party Links

  • This Site may contain links to other websites operated by other entities that
    are completely independent from us. These linked websites are not under
    our control and we are not responsible for their contents or links. Including a
    link on this Site does not imply our endorsement of any linked website or its
    contents. You assume the risk of accessing any third-party site that might be
    linked to the Site.
  • If you access any of these linked websites, you will leave this Site. If you
    decide to visit any linked website, you do so at your own risk and are subject
    to any user agreements or policies posted on or governing the use or access
    of such websites. We encourage you to review the user agreements and
    policies posted on all linked websites. Regardless, it is your responsibility to
    take all protective measures to guard against viruses or other destructive
    elements.
  • We disclaim any liability (direct or indirect) to you for any loss caused by your
    use or reliance on the content or services available on or through any linked
    website. You should contact the website administrator or webmaster for those
    third-party websites if you have any concerns regarding the links, content, or
    services on those websites.

14. No Resulting Third-Party Rights

You acknowledge that this Agreement represents the full, true, and complete
understanding and agreement between you and Bizbrain Technologies. In addition,
you acknowledge that this Agreement supersedes any prior agreement,
understanding or arrangement between you and Bizbrain Technologies, and there
is nothing in this Agreement that creates or confers any other benefits or rights in
favor of any third parties not party to this Agreement.

15. Termination of this Agreement

Bizbrain Technologies may terminate this Agreement upon providing notice to you
or as otherwise permitted by this Agreement. You may also terminate this
Agreement at any time by notifying Bizbrain Technologies in writing, provided that
you do not have any outstanding liabilities to Bizbrain Technologies for any
reason. This Agreement shall remain in force and effect for an additional one
hundred and eighty (180) days following the receipt of a written termination notice
from you. For the purpose of clarity and avoidance of any doubt, this Agreement is
applicable to all events that have arisen out of or associated with your use of the
Services regardless of whether the Agreement has terminated or not. Termination
may result in termination from all websites (and associated sites from time to time),
that share the network. The rights and remedies located elsewhere in this
Agreement shall not be limited by this section.

16. Severability

In the event that a provision of this Agreement is found by an authority of competent
jurisdiction to be invalid or unenforceable in any jurisdiction, that finding shall not
affect the validity or enforceability in that jurisdiction of any other provision hereof or
the validity or enforceability in other jurisdictions of that or any other provision hereof.

17. Services

  • Any user accessing the Site and/or Services in an effort to engage in or
    facilitate illegal or tortious activities may be reported to the appropriate law
    enforcement agency.
  • Nothing contained in this section is intended to limit the scope of releases
    and/or indemnification contained elsewhere in this Agreement.
  • You hereby discharge, acquit, and otherwise release Bizbrain Technologies,
    its parent company, its agents, employees, officers, directors, shareholders,
    attorneys, and affiliates, from any and all allegations, counts, charges, debts,
    causes of action, and claims relating in any way to the use of, or activities
    relating to the use of the website and Services including, but not limited to
    claims relating to the following: sexual harassment, negligence, gross
    negligence, reckless conduct, alienation of affections (to the extent
    recognized in any jurisdiction), intentional infliction of emotional distress,
    intentional interference with contract or advantageous business relationship,
    defamation, privacy, publicity, intellectual property, misrepresentation, any
    financial loss not due to the fault of Bizbrain Technologies, missed meetings,
    unmet expectations, false identities, fraudulent acts by others, invasion of
    privacy, release of personal information, failed transactions, data breach,
    identity or password theft, spam, purchases or functionality of Bizbrain
    Technologies, unavailability of the Services, and any other technical failure
    that may result in inaccessibility to the Services, or any claim based on
    vicarious liability for torts committed by individuals met on or through Bizbrain
    Technologies or the Services.
  • The above list is intended to be illustrative only, and not exhaustive of the
    types or categories of claims released by you. This release is intended by the
    parties to be interpreted broadly in favor of us, and thus any ambiguity shall
    be interpreted in a manner providing release of the broadest claims. This
    release is intended to be a full release of claims, and the parties acknowledge
    the legally binding nature of this provision, and the nature of the rights given
    up in connection therewith.

18.Trademark Information

  • The brand name (“Bizbrain Technologies”) is our brand name and/or
    trademark owned exclusively by us. All rights are reserved. We aggressively
    defend our intellectual property rights.
  • Other manufacturers’ product and service names referenced herein may be
    trademarks and service marks of their respective companies and are the
    exclusive property of such respective owners, and may not be used publicly
    without the express written consent of the owners and/or holders of such
    trademarks and service marks.
  • All of the marks, logos, domains, and trademarks that you find during use of
    the Services may not be used publicly except with express written permission
    from us, and may not be used in any manner that is likely to cause confusion
    among consumers, or in any manner that disparages or discredits us.

19.Copyright Information

  • The materials accessible from the Site, Services, and any other site owned,
    operated, licensed, or controlled by us are our proprietary information and
    valuable intellectual property and we retain all right, title, and interest in the
    materials.
  • The materials may not be copied, distributed, republished, modified,
    uploaded, posted, or transmitted in any way without our prior written consent,
    except that you may access a copy of the materials solely for your personal
    use. In doing so, you may not remove or alter, or cause to be removed or
    altered, any copyright, trademark, trade name, service mark, or any other
    proprietary notice or legend appearing on any of the materials.
  • Modification or use of the materials except as expressly provided in this
    Agreement violates our intellectual property rights.
  • Neither title nor intellectual property rights are transferred to you by access to
    the Services.
  • All materials included on the Site, such as text, graphics, photographs, video
    and audio clips, music, soundtracks, button icons, streaming data, animation,
    images, downloadable materials, data compilations and software is the
    property of Bizbrain Technologies or its content suppliers and is protected by
    United States and international copyright laws. The compilation of all
    materials on the Site is the exclusive property of Bizbrain Technologies or its
    content suppliers and protected by United States and international copyright
    laws, as well as other laws and regulations.

20.Export Control

  • You understand and acknowledge that the software elements of the materials
    on the Site may be subject to regulation by governmental agencies which
    prohibit export or diversion of software and other goods to certain countries
    and third parties. Diversion of such materials contrary to United States’ or
    international law is prohibited.
  • You will not assist or participate in any such diversion or other violation of
    applicable laws and regulations.
  • You warrant that you will not license or otherwise permit anyone not approved
    to receive controlled commodities under applicable laws and regulations and
    that you will abide by such laws and regulations.
  • You agree that none of the materials are being or will be acquired for, shipped,
    transferred, or re-exported, directly or indirectly, to proscribed or embargoed
    countries or their nationals or be used for proscribed activities.

21.No Agency Relationship

Nothing in this Agreement shall be deemed to constitute, create, imply, give effect
to, or otherwise recognize a partnership, employment, joint venture, or formal
business entity of any kind; and the rights and obligations of the parties shall be
limited to those expressly set forth herein.

22.Notice

  • Any notice required to be given under this Agreement may be provided by
    email to a functioning email address of the party to be noticed, by a general
    posting on the website by us, or personal delivery by commercial carrier such
    as Federal Express. Notices by customers to us shall be given by electronic
    messages unless otherwise specified in the Agreement.
  • Either party may change the address to which notice is to be sent by written
    notice to the other party pursuant to this provision of the Agreement.
  • Notices shall be deemed effective upon delivery. Notices delivered by
    overnight carrier shall be deemed delivered on the business day following
    mailing. Notices delivered by any other method shall be deemed given upon
    receipt. Notices by email and facsimile transmission, with confirmation from
    the transmitting machine that the transmission was completed, shall be
    deemed received on the next business day. Either party may, by giving the
    other party appropriate written notice, change the designated address, and/or
    recipient for any notice or courtesy copy, hereunder.
  • Any correctly addressed notice that is refused, unclaimed, or undeliverable,
    because of an act or omission of the party to be notified shall be deemed
    effective as of the first date that said notice was refused or deemed
    undeliverable by the postal authorities, messenger, facsimile machine, email
    server, or overnight delivery service.

23.Force Majeure

We shall not be responsible for any failure to perform due to unforeseen
circumstances or to causes beyond our reasonable control, including but not limited
to: acts of God, such as fire, flood, earthquakes, hurricanes, tropical storms or other
natural disasters; epidemics or pandemics; war, riot, arson, embargoes, acts of civil
or military authority, or terrorism; fiber cuts; strikes, or shortages in transportation,
facilities, fuel, energy, labor or materials; failure of the telecommunications or
information services infrastructure; hacking, data security breach, SPAM, or any
failure of a computer, server or software, for so long as such event continues to delay
the website’s or Services’ performance.

24.Jurisdiction/Disputes

  • This Agreement and all matters arising out of, or otherwise relating to, this
    Agreement shall be governed by the laws of Florida. The sum of this
    paragraph is that any and all litigation permitted under this Agreement must
    be, without exception, initiated in Florida.
  • All Parties to this Agreement agree that all litigation permitted under this
    Agreement shall be tried and/or litigated exclusively in the courts located in
    Miami-Dade County, Florida.
  • The parties agree to exclusive jurisdiction in, and only in, Florida.
  • The parties agree to exclusive venue in, and only in, Miami-Dade, Florida.
  • The parties additionally agree that this choice of venue and forum is
    mandatory and not permissive in nature, thereby precluding any possibility of
    litigation between the parties with respect to, or arising out of, this Agreement
    in a jurisdiction other than that specified in this paragraph.
  • All parties hereby waive any right to assert objections to venue with respect
    to any litigation permitted under this Agreement.
  • All parties stipulate that the courts located in Florida shall have personal
    jurisdiction over them for the purpose of any litigation permitted under this
    Agreement that is not otherwise subject to the arbitration provisions, infra.
  • Each party hereby authorizes and accepts service of process sufficient for
    personal jurisdiction in any action against it, as contemplated by this
    paragraph by registered or certified mail, Federal Express, proof of delivery
    or return receipt requested, to the parties address for the giving of notices as
    set forth in this Agreement.
  • Any final judgment rendered against a party in any action or proceeding shall
    be conclusive as to the subject of such final judgment and may be enforced
    in other jurisdictions in any manner provided by law if such enforcement
    becomes necessary.
  • Both parties acknowledge that remedies at law may be inadequate to provide
    an aggrieved party with full compensation in the event of the other party’s
    breach, and that in any litigation permitted under this Agreement, an
    aggrieved party shall therefore be entitled to seek injunctive relief, in addition
    to seeking all other remedies available at law or in equity.
  • A party to this Agreement must bring any claim that party may have against
    the other party that arises out of these terms of this Agreement or the Site
    within one (1) year after the claim arises. If a party fails to bring any claim that
    party may have against the other party within this one (1) year period, the
    claim is permanently barred.

25.Arbitration Provisions

  • If there is a dispute between the parties arising out of or otherwise relating to
    this Agreement, the parties shall negotiate in good faith to attempt to resolve
    the dispute. If the parties are unable to resolve the dispute through direct
    negotiations, then, except as otherwise provided herein, either party must
    submit the issue to binding arbitration in accordance with the then-existing
    Commercial Arbitration Rules of the American Arbitration Association.
    Arbitral Claims shall include, but are not limited to, contract and tort claims of
    all kinds, and all claims based on any federal, state or local law, statute, or
    regulation, excepting only claims by us for intellectual property violations,
    actions for injunctions, attachment, garnishment, and other equitable relief.
    The arbitration shall be confidential. The arbitration shall be conducted in
    Miami-Dade, Florida, and conducted by a single arbitrator, knowledgeable in
    Internet and e-Commerce disputes. The Arbitrator shall be willing to execute
    an oath of neutrality.
  • The Arbitrator shall have no authority to award any punitive or exemplary
    damages; certify a class action; add any parties; vary or ignore the provisions
    of this Agreement; and shall be bound by governing and applicable law. The
    Arbitrator shall render a written opinion setting forth all material facts and the
    basis of his or her decision within thirty (30) days of the conclusion of the
    arbitration proceeding. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY
    MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRAL CLAIMS.
  • There shall be no waiver of the right to arbitration unless such waiver is
    provided affirmatively and in writing by the waiving party to the other party.
    There shall be no implied waiver of this right to arbitration. No acts, including
    the filing of litigation, shall be construed as a waiver or a repudiation of the
    right to arbitrate.

26. Miscellaneous Provisions

  • These Terms of Use, together with the Privacy Policy and any other legal
    notices published by us shall constitute the entire agreement between you
    and us concerning the Services. If any provision of these Terms of Use is
    deemed invalid by a court of competent jurisdiction, the invalidity of such
    provision shall not affect the validity of the remaining provisions of these
    Terms of Use, which shall remain in full force and effect. No waiver of any
    term of these Terms of Use shall be deemed a further or continuing waiver of
    such term or any other term, and the failure to assert any right or provision
    under these Terms of Use shall not constitute a waiver of such right or
    provision. Bizbrain Technologies reserves the right to amend these Terms of
    Use at any time and without notice, and it is your responsibility to review these
    Terms of Use for any changes. If we change anything in this Agreement, we
    will modify the “Last Updated” date at the top of this document. Your use of
    the Services following any amendment of these Terms of Use will signify your
    assent to and acceptance of its revised terms. YOU AND BIZBRAIN
    TECHNOLOGIES AGREE THAT ANY CAUSE OF ACTION ARISING OUT
    OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE
    (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE,
    SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
  • The rights and liabilities of the parties hereto will bind and inure to the benefit
    of their respective assignees, successors, executors, and administrators, as
    the case may be.
  • If for any reason a court of competent jurisdiction or an Arbitrator finds any
    provision of this Agreement, or any portion thereof, to be unenforceable, that
    provision will be enforced to the maximum extent permissible and the
    remainder of this Agreement will continue in full force and effect.
  • No waiver or action made by us shall be deemed a waiver of any subsequent
    default of the same provision of this Agreement. If any term, clause or
    provision hereof is held invalid or unenforceable by a court of competent
    jurisdiction, such invalidity shall not affect the validity or operation of any other
    term, clause or provision and such invalid term, clause or provision shall be
    deemed to be severed from this Agreement.
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