November 12, 2024

These Terms of Use (these “Terms”) apply to your access and use of: (1) our website located at www.braincorp.com and all of our other websites to which these Terms are posted (collectively, the “Website”); and (2) any services, content, and features made available by us through the Website (together with the Website, the “Services”). In these Terms, the “Company,” “we,” “us,” and “our” refer to Brain Corporation and our affiliates, successors, and assigns, and “you” and “your” refer to any user of the Services.

ACCEPTANCE OF THESE TERMS

Your access and use of the Services are subject at all times to these Terms and our Privacy Policy https://www.braincorp.com/privacy, incorporated herein by reference. Please read these Terms carefully. By accessing or using the Services in any way or by clicking to accept or agree to these Terms when this option is made available to you, you agree to be bound by these Terms. If you do not agree to all the terms and conditions of these Terms, do not access or use the Services. The Services are offered and available to users who are at least 13 years of age or older. By using the Services, you represent and warrant that you are 13 years of age or older. If you are 13 years of age but under 18 years of age, you may use the Services only with permission and supervision of your parent or legal guardian. If you do not meet the foregoing requirements, you must not access or use the Services. We may revise these Terms from time to time in our sole discretion, subject to applicable law. When we revise these Terms, we will post the revised version on the Website. You are free to decide whether or not to accept a revised version of these Terms, but accepting these Terms, as revised, is required for you to continue accessing and using the Services. If you do not agree to these Terms or any revised version of these Terms, your sole recourse is to terminate your access and use of the Services. Except as otherwise expressly stated by us, your access and use of the Services are subject to, and constitute your acceptance of, the version of these Terms in effect at the time of your access or use.

ADDITIONAL TERMS

In conjunction with your access or use of the Services, you may be subject to additional terms, rules, policies, and conditions, including, but not limited to, any end user license agreements for our software that is distributed through the Services (the “Additional Guidelines”), which are hereby incorporated by reference into these Terms. [In the event of a conflict between any Additional Guidelines and these Terms, the Additional Guidelines will control.]

ACCESSING THE WEBSITE AND ACCOUNT SECURITY

We may, in our sole discretion, modify the Services by adding or removing features and functionalities, without prior notice or liability to you. Notwithstanding the foregoing, content available through the Services may be out of date at any given time, and we are under no obligation to update such content. We also will not be liable if any or all of the Services are unavailable at any time or for any period of time for any reason.

You are responsible for:

• Making all arrangements necessary for you to have access to the Services.
  Ensuring that all persons who access the Services through your internet connection are aware of these Terms and comply with them.
• Ensuring that all persons who access the Services through your internet connection are aware of these Terms and comply with them.

To access or use some of the Services, you may be required to provide certain information (“User Information”) and register for an account (“Account”). Our Privacy Policy governs our collection, use, storage, and disclosure of User Information. You represent and warrant that all User Information you provide us from time to time in connection with the Services is truthful, accurate, current, and complete. You agree to promptly notify us of changes to your User Information by updating your Account on the Website.

You agree not to authorize any other person or entity to use your user name, password, or other security information to access the Services. You also agree to log out of your Account at the end of each visit to the Website. You should use caution when accessing your Account from a public or shared computer so that others are not able to view or record your user name, password, or other security information. You are solely responsible for the maintenance, confidentiality, and security of your user name, password, or other security information. Except as otherwise required by applicable law, you are responsible for all transactions and other activities in connection with the Services that are authorized or performed using your user name, password, or other security information, whether authorized or unauthorized by you. Except as otherwise expressly stated in these Terms or required by applicable law, we are not responsible for any losses or damages arising out of the loss or theft of your user name, password, or other security information. If you suspect or become aware of any unauthorized activity or access to your user name, password, or other security information, you must contact us immediately at support@braincorporation.com.

INTELLECTUAL PROPERTY RIGHTS

The Services and all related content, features, and functionality (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Subject to these Terms, you are permitted to access and use the Services for evaluation purposes or for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any material related to the Services, except as follows or as otherwise expressly permitted by us:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your web browser for display enhancement purposes.
• You may print and download one copy of a reasonable number of pages of the Website for evaluation purposes or for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
• If we provide desktop, mobile, or other applications for download through the Services, you may download a single copy for each of your computer or mobile devices solely for evaluation purposes or for your own personal, non-commercial use, provided you agree to be bound by our end user license agreements for such applications.
• If we provide social media features with certain content through the Services, you may take such actions as are enabled by such features.

You must not:

• Modify copies of any materials.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials.

You must not access or use for any commercial purposes any of the Services. We may, but are not obligated to, monitor your use of the Services.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to: SUPPORT@BRAINCORPORATION.COM, 9401 Waples Street, Suite 100, San Diego, California 92121, Attn: Website Services.

Without limiting any other provisions of these Terms, if you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of these Terms, your right to access and use the Services will terminate immediately, and you must, at our direction, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any access or use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

TRADEMARKS

The Company’s name, the Company’s logo, the terms BrainOS®, Autonomy by Brain, EMMA, Brain Corp., and BRAIN, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company, its affiliates, or its licensors. You must not use such trademarks without our prior written permission. All other names, logos, product and service names, designs, and slogans available through the Services are the trademarks of their respective owners.

PROHIBITED USES

You may use the Services only for lawful purposes and in accordance with these Terms. If your access or use of the Services is prohibited by applicable law, then you are not authorized to access or use the Services. We are not responsible if you access or use the Services in any manner that violates applicable law.

You agree not to use the Services:

• In any way that violates applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personal information or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms.
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” or “spam” or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using e-mail addresses or user names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services or expose them or us to liability.

Additionally, you agree not to:

• Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
• Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material available through the Services.
• Use any manual process to monitor or copy any of the material available through the Services or for any other unauthorized purpose without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Services.
• Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the servers on which the Website is hosted, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Services.

USER CONTRIBUTIONS

The Website may contain message boards, chat rooms, personal web pages and profiles, forums, bulletin boards, video conferencing, digital content uploading, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, contribute, publish, display, or transmit publicly or to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Services.

All User Contributions must comply with the standards set forth in these Terms.

Any User Contribution you post through the Services will be considered non-confidential and non-proprietary. By providing any User Contribution through the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

• You own or control all rights in and to User Contributions posted by you and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
• All User Contributions you post do not and will not infringe or violate the rights of any third party.
• All User Contributions you post do and will comply with these Terms.

You understand and acknowledge that you are responsible for any User Contributions you post, and you, not the Company, have full responsibility for such User Contributions, including their legality, reliability, accuracy, and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Services.

MONITORING AND ENFORCEMENT

Without undertaking any obligation to screen or monitor User Contributions, we have the right (but not the obligation) to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contributions that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contributions violate these Terms, infringe any intellectual property right or other right of any person or entity, threaten the personal safety of users of the Services or the public, or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that User Contributions posted by you violate their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Contributions through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PERSONS DURING OR AS A RESULT OF THE COMPANY’S INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS OR LAW ENFORCEMENT AUTHORITIES.

We assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

CONTENT STANDARDS

The following content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must comply with all applicable federal, state, local, and international laws and regulations.

Without limiting the foregoing, User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age.
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms or our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity or advocate, promote, or assist any unlawful act.
• Cause annoyance, inconvenience, or needless anxiety, or be likely to upset, embarrass, alarm, or annoy any other person.
• Impersonate any person or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Contributions through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PERSONS DURING OR AS A RESULT OF THE COMPANY’S INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS OR LAW ENFORCEMENT AUTHORITIES.

We assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

TERMINATION AND SUSPENSION

You may voluntarily discontinue your access and use of the Services at any time. We may, in our sole discretion, suspend, limit, or terminate your Account and your access to and use of the Services for any reason, without notice or liability to you. Neither your voluntary discontinued access and use of the Services nor our termination of your Account and your access to and use of the Services will not affect any of our rights or your obligations arising under these Terms prior thereto. Provisions of these Terms that, by their nature, should survive termination of your Account and your access and use of the Services will survive such termination.

RELIANCE ON INFORMATION POSTED

The information presented through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Services or by anyone who may be informed of information presented through the Services.

The Services may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

PRIVACY

Please review our Privacy Policy for details on how we collect, use, store, and disclose information in connection with the Services. By accessing or using the Services, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.

LINKING TO THE WEBSITE [AND SOCIAL MEDIA FEATURES]

You may link to the Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

The Website may provide certain social media features that enable you to:

• Link from your own or third-party websites to content on the Website.
• Send e-mails or other communications with content, or links to content, on the Website.
• Cause limited portions of content on the Website to be displayed or appear to be displayed on your own or third-party websites.

You may use these features solely as they are provided by us. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking, or in-line linking, on any other website.
• Otherwise take any action with respect to the materials on the Website that is inconsistent with any other provision of these Terms.

The website from which you are linking to, or on which you make content accessible on, must comply in all respects with these Terms. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We may withdraw linking permission to the Website and disable social media features and any links at any time without notice in our discretion.

LINKS FROM THE WEBSITE

If the Website contains links to other websites and resources provided by third parties, these links are provided for your convenience only. Our inclusion of such links does not imply our endorsement of such third-party websites or resources or any association with their owners or operators. We have no control over the contents of those websites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites or resources linked to the Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites and resources.

GEOGRAPHIC RESTRICTIONS

We make no claims that the Services are accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so at your own risk and initiative and are responsible for compliance with local laws.

DISCLAIMER OF WARRANTIES

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Website for any reconstruction of any lost data.

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 ACCESS OR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT OR ON ANY WEBSITE LINKED TO IT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS AND USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE THROUGH THE SERVICES ARE AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

LIMITATION ON LIABILITY

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES OR ANY INFORMATION, PRODUCTS, OR OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. WITHOUT LIMITING THE FOREGOING, IN THE EVENT YOU OR ANY OTHER PERSON OR ENTITY IS ENTITLED TO DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS, USE, OR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY INFORMATION, PRODUCTS, OR OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, THE COLLECTIVE LIABILITY OF THE COMPANY, ITS AFFILIATES, AND ITS AND THEIR EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, LICENSORS, AND SERVICE PROVIDERS (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) WILL NOT EXCEED $100.

IN ADDITION TO AND WITHOUT LIMITING ANY OF THE FOREGOING, WE WILL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM ANY CONDITION BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, ACTS OF TERRORISM, LABOR CONDITIONS, POWER FAILURES, INTERNET DISTURBANCES, OR SERVICES OR SYSTEMS CONTROLLED BY THIRD PARTIES.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

INDEMNIFICATION

You agree to indemnify, hold harmless, and (at our request) defend the Company, its affiliates, and its and their employees, officers, directors, agents, licensors, service providers, and successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your User Contributions, any use of the Website’s content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Website. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses.

GOVERNING LAW

All matters relating to the Services and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), will be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

WAIVER AND SEVERABILITY

No waiver by the Company of any term or condition set forth in these Terms will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms will not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent such that the affected provision, if possible, and all other provisions of these Terms will continue in full force and effect.

NOTICES

We will send all notices and other communications regarding the Services to you at the email address you provided during your Account registration, as may be updated by you from time to time. You may change your email address by revising your Account profile on the Website. Except as otherwise provided by applicable law, you will be considered to have received a notice from us regarding the Services when we send it to the email address we have in our records for you or when we post such notice on the Website. All notices to us that are intended to have a legal effect must be in writing and delivered [either (a) via email to support@braincorporation.com or (b) in person or by a means evidenced by a delivery receipt to the following address: 9401 Waples Street, Suite 100, San Diego, California 92121, Attn: Legal Notifications . All such notices are deemed effective upon documented receipt by us.

ENTIRE AGREEMENT AND OTHER GENERAL TERMS

These Terms, including our Privacy Policy and any Additional Guidelines, constitute the sole and entire agreement between you and the Company with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Services. These Terms and any rights hereunder may not be transferred or assigned by you without our prior written consent, but may be assigned by us without restriction and without your prior consent. Any attempted transfer or assignment by you without our prior written consent will be null and void. No agency, joint venture, partnership, trust, or employment relationship is created between you and us by way of these Terms. The section headings used herein are for convenience only and will not be given any legal import.

CONTACT US

If you have any questions regarding these Terms or the Services, please contact us at SUPPORT@BRAINCORPORATION.COM, 10182 Telesis Ct UNIT 100, San Diego, CA 92121, Attn: Support Services.

Last Updated: January 24, 2020

Brain Corporation (“Brain” or “we” or “us” or “our”) takes data privacy seriously.  Please read through our data privacy statement to ensure that you are fully informed about this important area.  By using our products, services and website, you are agreeing to these terms which describe how we use and protect the information you provide to us.  This privacy statement explains who we are, what data we collect, how we collect the data, and why we collect your personal data when you interact with us through the use of our products and services, as well as how you can contact us if you have any questions or concerns.

ABOUT US

We are a San Diego-based AI company that partners with manufacturers of commercial equipment and consumer electronics to convert their manually operated products into autonomous robots.  Our technology represents the next generation of artificial brains for robots.  We are funded by the SoftBank Vision Fund and Qualcomm Ventures.  For more information or to access videos of our robots, please visit https://www.braincorp.com.

INFORMATION WE COLLECT

When using our products, services or website, you may provide information about yourself, your company, employee, employer, your contact information, billing information, identification number(s), information about your customers, and certain information about the Brain products and services you purchased and the location where you use such products and services. By providing us this information, you agree to all such data being collected and used by Brain  as disclosed in our terms of use and in this privacy statement.  In addition, we may host and receive data on domestic and/or foreign servers, including but not limited to servers in the United States. Information may be collected by us through the following:

• When you use or fill out forms on our website, correspond with us by mail, phone, email or other digital service, or request information or documents.
  
• When you use our services, our software applications or have service inquiries.
• When you engage with Brain products, electronic messages, or our website.
• From other sources, including public databases, social media platforms, joint marketing partners and/or programs, webpages and third-party vendors.
• Through sensors, including data generated by sensors of Brain products. Data from sensors provides critical information to enable Brain products to navigate their surroundings.
• Through telematics data, including data collected by our navigation modules relating to performance, usage, operation, condition, identification, speed, odometry, battery usage, system functionality, software/firmware version, location, software usage, safety-related data, cleaning schedule, maintenance and other information to analyze the performance of Brain products and to improve Brain’s products and services.
• While servicing Brain products, information gathered by us or our partners in order to provide continued maintenance and service. This information may include identification numbers, repair history, recalls, bulletins, outstanding invoices, grievances and feedback, and any other information related to the service history of your Brain products.
• Offline including information collected during meetings with Brain representatives, visits to our offices, presentations by Brain, placement of orders, and contact with Brain’s service, support, or sales departments. We may also receive information you share with Brain’s partners.

You may give us your personal information when you use our websites or correspond with us by mail, phone, email or otherwise. This may include when you fill out forms on our websites, request information or documents we produce or distribute, or request information about our products and services. The categories of personal information that you may provide to us include:

• Contact Information – your first name, last name, address, telephone number and email address.
• Feedback and Correspondence – information you provide when you respond to surveys, participate in market research activities, report a problem with our services, receive customer support or otherwise correspond with us.
• Usage Information – information on how you use our products and services and choose to interact with us and information associated with any content you upload to our website or otherwise submit to us through our services.
• Marketing Information – your preferences for receiving marketing communications and your preferred method for such communications.
• Location Information – information about your location based on technologies including GPS, IP address or connections to nearby Wi-Fi networks.

We may also gather Technical Information about you when you visit our website which your web browser automatically sends whenever you visit a website.  “Technical Information” is information that does not, by itself, identify a specific individual but could be used to indirectly identify you such as your Internet Protocol (“IP”) address, browser type, browser language and other information about your web browser, type of device used to access our website (including a mobile device), and the date and time of your access.

HOW WE USE AND SHARE YOUR INFORMATION

We may use the information we receive about you for our legitimate business interests, including:

• To enforce compliance with our terms of use and applicable law. This may include developing tools and algorithms to help prevent violations.
  
• To protect the rights and safety of our customers, vendors, suppliers and licensees, as well as our employees and representatives.

In addition, we may use the received information we receive for the following purposes:

• To meet legal requirements, including complying with court orders, valid discovery requests, valid subpoenas and other appropriate legal obligations.
  
• To provide information to advisers, including attorneys and accountants, in order to comply with legal, accounting, and security requirements.
• To prosecute or defend a court, arbitration, or similar legal proceeding.
• To respond to a lawful request by public authorities, including to meet national or international security or law enforcement requirements.
• In order to provide, support and improve our services, we may share your information with third parties.
• To respond to your inquiries and fulfill your requests.
• To evaluate feedback and performance of our products during an on-site evaluation.
• To complete and fulfill purchases and subscriptions.
• To provide services related to Brain products, including maintenance recommendations, performance tips, and delivery of software and hardware updates for Brain products.
• To advise of important safety-related information.
• To deliver administrative information to you, including information regarding the products and services purchased by you, and any changes to our terms, conditions and policies.
• To monitor the performance of, and provide services relating to, our products.
• To present products and offers specifically tailored to you.
• To provide useful summary data related to our products and services.
• To create maps and other aggregate information derived from sensors and telematics data.
• To recommend products and services that might be of interest to you.
• To deliver marketing and advertising messaging to you, including newsletters, announcements, offers or information.
• To manage and communicate with you regarding products and services, including delivery of service-related notifications.
• To transfer in connection with a merger, consolidation, acquisition, reorganization or sale of assets or in the event of bankruptcy, in which case we will make reasonable efforts to require the recipient to honor this privacy statement.
• For Brain’s business purposes, including data analysis, audits, enforcing our terms and conditions, developing and modifying new products and services, and other business activities conducted by us.

We may create aggregated data from your personal information and the personal information of other individuals that we collect. This aggregated data is anonymous and does not directly or indirectly reveal your identity, and we use that anonymous data for our lawful business purposes.  For example, we may use such aggregated data to understand how our website is used in order to measure the popularity and effectiveness of our online presence and specific pages on our website.  We may use and share aggregated data and other anonymous information at our discretion.

TRADEMARKS

The Company’s name, the Company’s logo, the terms BrainOS®, Autonomy by Brain, EMMA, Brain Corp., and BRAIN, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company, its affiliates, or its licensors. You must not use such trademarks without our prior written permission. All other names, logos, product and service names, designs, and slogans available through the Services are the trademarks of their respective owners.

WHY WE COLLECT INFORMATION

We collect data to operate effectively and provide you the best experience with our products and services.  You provide some of this data directly.  In other instances, we obtain it by recording how you interact with our products and services. Data is critical for building smarter robots and is what makes our products possible.  You help build this data.  The data your robots generate feeds into our machine learning algorithms, software development, data analysis, and testing.  The data is also used to support the products and services you purchase using data analytics.  Without the ability to leverage data across a wide variety of applications, stores, and customers, our robots would not be able to perform as they do today.

COLLECTION OF INFORMATION FROM CHILDREN

We recognize the importance of protecting the privacy and safety of children.  Our website and services are directed towards the general audience and are not directed towards children.  We do not knowingly collect information about children under the age of 13 or minors otherwise defined in local law or regulation without verifiable parental consent.  If we learn that someone under 13 has provided personal information through our website, we will use reasonable efforts to remove that information from our databases.

CHOOSING NOT TO SHARE YOUR PERSONAL INFORMATION

Where we are required by law to collect your personal information, or where we need your personal information in order to provide products and services to you, if you do not provide this information when requested (or you later ask to delete it), we may not be able to provide you with  our products and services.  We will instruct you as to what information you must provide to receive our products and services by designating it as required through other appropriate means.

SECURING YOUR INFORMATION

Keeping your information private is vitally important to us.  We take appropriate and reasonable technical and organizational measures to protect your personal information from loss, misuse, unauthorized access, disclosure, alteration, and destruction, and we consider the risks involved in the processing and nature of your personal information.  However, please note that no system can be 100% secure and we do not ensure or warrant the security of any information we collect.  If you have questions about the security of your personal information, you may contact us at PRIVACY@BRAINCORPORATION.COM.

SENSITIVE PERSONAL INFORMATION

We ask that you not send us, and you not disclose, any sensitive personal information on our website (e.g., social security numbers, information related to racial or ethnic origin, political opinions, religion or other beliefs, health, biometrics or genetic characteristics, criminal background or trade union membership).  If you send or disclose any sensitive personal information to us, you are giving your consent to our processing and use of such sensitive personal information in accordance with this privacy statement.  If you do not consent to our processing and use of such sensitive personal information, you must not submit such sensitive personal information.

INTERNATIONAL TRANSFER

We are headquartered in the United States and our users, customers and agents may be located outside of the United States.  When you provide us with personal information, that information may be sent electronically to servers outside the country or jurisdiction of where the information was entered originally.  In addition, that information may potentially be used, stored and processed outside of your state, province, country or other governmental jurisdiction where privacy laws may not be as protective as those in your jurisdiction.

DATA BREACH RESPONSE

Security of all information is of the utmost importance for us. We use technical and physical safeguards to protect the security of your personal information from unauthorized disclosure.  We use encryption technology to keep information secure.  We also make all attempts to ensure that only necessary people and third parties have access to personal information.  Nevertheless, such security measures cannot prevent all loss, misuse or alteration of personal information and we are not responsible for any damages or liabilities relating to any such incidents to the fullest extent permitted by law.  In the case of a data breach, we will notify you of any loss, misuse or alteration of personal information that may affect you.

RETAINING YOUR INFORMATION

We retain your personal information when we have an ongoing legitimate business or legal need to do so.  Our retention periods will vary depending on the type of data involved, but generally to determine the appropriate retention period for personal information, we consider the amount, nature, and sensitivity of the personal information, the potential risk of harm from unauthorized use or disclosure of your personal information, whether it is needed to provide services, whether there is a contractual or legal need to retain the data, the purposes for which we process your personal information and whether we can achieve those purposes through other means, and the applicable legal requirements.

When we have no ongoing legitimate business need to retain your personal information we will either delete or anonymize it or, if that is not possible (for example, your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.  We do not have an obligation to retain your personal information for any specific length of time.

THIRD-PARTY WEBSITES, SERVICES, AND APPLICATIONS

Using our website or services may link to third party websites, services, and applications.  We do not control and are not responsible for any privacy practices or personal information collected through these means.  Information collected is governed through the third party’s website’s privacy policy.  Any interactions you have with these third-party websites, services, or applications are beyond our control.  When you post information through such links, those websites’ privacy policies and cookie usage policies apply directly.  We urge you to read the privacy and security policies of any third-party websites before providing your personal information while accessing those websites.

USE OF COOKIES AND OTHER TECHNOLOGIES

We may use cookies to collect information and enhance your online experience.  A cookie is a small amount of data sent from a web server to your browser and stored on your computer’s or mobile device’s hard drive when you are viewing a website.  The use of cookies is designed to augment your online experience via the information you provide.  We do not use them for tracking purposes – rather they are used mainly for statistical reasons, e.g., the date and time of access, the domain from which you access the Internet, the Internet address of the website from which you linked to our website.  We use and store this information to provide you with more personalized and customized online services and to make our website more convenient, useful, valuable and appealing to you.

We use two broad categories of cookies: (1) first-party cookies, served directly by us to your computer or mobile device, which we use to recognize your computer or mobile device when it revisits our website; and (2) third-party cookies, which are served by service providers on our website, and can be used by such service providers to recognize your computer or mobile device when it visits other websites.

If you decide at any time that you no longer wish to accept cookies from our  website for any of the purposes described above, then you can typically instruct your browser, by changing its settings, to remove or stop accepting cookies or to prompt you before accepting a cookie from the websites you visit.  In order to do this, consult your browser’s technical information (instructions are usually located within the “settings,” “help” “tools” or “edit” facility).  Many browsers are set to accept cookies until you change your settings.

Further information about cookies, including how to see what cookies have been set on your computer or mobile device and how to manage and delete them, visit www.allaboutcookies.org.

If you do not accept our cookies, you may experience some inconvenience or not be able to use all portions of the website or all functionality of the website.  For example, we may not be able to recognize your computer or mobile device and you may need to log in every time you visit our website.

DO NOT TRACK SIGNALS

Some internet browsers may be configured to send “Do Not Track” signals to the online websites that you visit.  We currently do not respond to ”Do Not Track” signals. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.

THIRD PARTY ANALYTICS PROVIDERS AND AD SERVERS

We may work with certain third parties (including network advertisers, ad agencies and analytics companies) to provide us with information regarding traffic on our website, to serve advertisements, including our advertisements elsewhere online, and to provide us with information regarding the use of our website or services and the effectiveness of our advertisements.  These third parties may automatically collect information about you using their own cookies or other technologies, or may otherwise collect or have access to information about your visits to  our website, your IP address, your ISP, the browser you use to visit our website and other usage information.  Information collected may be used, among other things, to deliver advertising targeted to your interests and to better understand the usage and visitation of our website and other websites tracked by these third parties.  If you would like more information about this practice and to know your choices about not having this information used by these companies, you may visit:  http://www.aboutads.info/choices (for website users), http://www.networkadvertising.org/managing/opt_out.asp (for website users), http://youronlinechoices.eu/ (for users in the EU), or http://youradchoices.com/appchoices (for mobile app users).

CALIFORNIA PRIVACY RIGHTS

Under California Civil Code section 1798.83, California residents are entitled to ask us for a notice identifying the categories of personal customer information which we share with our affiliates and/or third parties for business purposes, and providing contact information for such affiliates and/or third parties. If you are a California resident and would like a copy of this notice, please submit a written request to us at the address provided below in the “Contact Us” section. You must put the statement “Your California Privacy Rights” in your request and include your name, street address, city, state, and ZIP code as well as the manner in which you interacted with our products, services or website. We are not responsible for notices that are not labeled or sent properly, or do not have complete information.

EU GDPR

With respect to our processing of your ‘personal data’ incidentally collected by our products and services to the extent the EU General Data Protection Regulation (EU) 2016/679 (GDPR) applies, we act as a ‘Processor’.  This means that we only process your personal data to provide our business customers with the features and full functionalities of our products and services in the way described in our agreements with our business customers.  If you have any questions about our EU GDPR-related practices, please see our contact information in the “Contact Us” section below.

ACCEPTANCE OF USE AND CHANGES TO THIS PRIVACY STATEMENT

By visiting any part of our website or using our products or services, or otherwise providing us with personal information by any means, you accept and agree to the practices described in this privacy statement.  We may change this privacy statement at any time and from time to time.  The most recent version of this privacy statement is reflected by the version date located at the bottom of this privacy statement.  All updates and amendments are effective immediately upon notice, which we may give by any means including, but not limited to, posting a revised version of this privacy statement or other notice on our website.  We encourage you to review our privacy statement often to stay informed of changes that may affect you.  Your continued use of our website, services, products or otherwise providing us with your personal information (following the posting of a revised privacy statement) means that you accept and agree to the terms of the revised privacy statement, so please check the policy periodically for updates.  Our electronically or otherwise properly stored copies of this privacy statement are each deemed to be the true, complete, valid, authentic, and enforceable copy of the version of this privacy statement that was in effect on each respective date you visited our website.

CONTACT US

If you have questions or comments, would like to exercise rights, or if you have a concern regarding the way in which we handled any privacy matter, please use our Contact Form to send us a message.  If you do not receive timely acknowledgment following your submission, or if our response is not satisfactory, you may also contact us by postal mail at:

Brain Corporation
Attn: Privacy Department
10182 Telesis Court, Suite 100
San Diego, CA  92121

Last updated:  January 24, 2020.

Brain Corporation (“Brain”) is built upon a foundation of strong corporate values and ethical business practices. This Business Partner Code of Conduct (“Code of Conduct”) describes Brain’s expectations of all organizations, including their respective employees, contractors, and subcontractors who have entered into a business or contractual relationship with Brain to provide services, goods, functions, or activities (each a “Business Partner”). Brain and its Business Partners must be committed to the highest standard of ethical conduct when dealing with employees, suppliers, and end customers. This Code of Conduct sets forth the basic requirements that all Business Partners must comply with in order to do business with Brain. Brain reserves the right to reasonably change the requirements of the Code of Conduct, and in such an event, expects the Business Partner to accept such reasonable changes.

FORCED LABOR

Employment with a Business Partner should be an expression of free choice and there may be no forced, bonded, or involuntary labor. Business Partners should allow workers to discontinue employment upon reasonable notice. Business Partners must provide their employees with an environment respectful of their fundamental human rights. Upon hiring, Business Partners should provide employees with a code of conduct in their native language. Employee’s personal documents, such as an ID card or passport, must not be kept by the Business Partner.

CHILD LABOR

Child labor is strictly prohibited. The minimum age for employment shall be the higher of 16 years of age or the minimum age for employment in the location where the goods or services are being provided.

COMPENSATION

Business Partners shall pay all employees at least the minimum wage and benefits required by applicable laws and regulations. Employees shall be compensated for overtime hours at the premium rate required by applicable laws and regulations. Business Partners must follow all applicable local laws, regulations, standards, and conditions concerning working hours for all employees.

FREEDOM OF ASSOCIATION

Business Partners must respect the rights of all employees to lawfully associate or not to associate with groups of their choosing, as long as such groups are permitted by law. Business Partners should not unlawfully interfere with, obstruct or prevent legitimate, lawful employee associations and related activities.

LAWFUL EMPLOYMENT

Business Partners shall, prior to employing any worker, validate and review all relevant documentation to ensure that such worker has the legal right to work in that jurisdiction.

DIVERSITY, NON-DISCRIMINATION, NON-HARASSMENT

Business Partners shall not tolerate sexual harassment or harassment based on such factors as gender, race, color, religious creed, age, disability, medical condition, sexual orientation, or any other basis protected by law, as well as not illegally discriminate on the basis of age, gender, gender identity, race, sexual orientation, perceived disability, national, cultural, religion, or personal beliefs. Business Partners are expected to treat people with respect, encourage diversity, and foster an inclusive and ethical culture.

COMPLIANCE WITH LAWS AND BRAIN’S POLICIES

Business Partners must fully comply with all applicable laws, regulations, as well as Brain’s policies. To the extent that Brain’s policies impose a higher standard than what is required by applicable laws and regulations on its Business Partners, such higher standards will prevail.

HEALTH AND SAFETY

Business Partners shall provide all workers with a safe work environment, appropriate personal protective equipment, workplace health and safety information, and training.

ENVIRONMENT

Business Partners must comply with all environmental laws applicable to air emissions, waste handling and disposal, water use, wastewater discharges, hazardous and toxic substances. Business Partners shall also validate and maintain records demonstrating that source materials were harvested in accordance with all international treaties in addition to national and local laws.

SUSTAINABILITY

Business Partners shall comply with all applicable laws and regulations relating to the impact of their business on the environment. Compliance with environmental law shall include any applicable local laws affecting the source of materials and processes in the relationship with Brain.

CONFLICTS OF INTEREST

Business Partners shall not engage in any activity with an employee of Brain, which could create a real or perceived conflict of interest.

ANTI-CORRUPTION

Brain is committed to conducting its business free from extortion, bribery, unlawfulness, unethical behavior, or fraudulent activity. Business Partners must not offer, give, promise or authorize any bribe, gift, loan, fee, reward or other advantage to any government official or employee, any customer, any Brain employee or any other person to obtain any business advantage or improperly influence any action or decision. Business Partners must comply with all applicable international anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act. Business Partners must maintain integrity, transparency and accuracy in all records of matters relating to their business with Brain.

TRADE COMPLIANCE

Business Partners shall comply with applicable trade controls, including export, re-export, and import laws, regulations, and standards.

CONFIDENTIALITY, SECURITY, INTELLECTUAL PROPERTY

Business Partners are expected to maintain the confidentiality of information entrusted to them by Brain or its customers and have the appropriate physical, technical, and organizational security measures in place to protect our confidential information. During the course of performing business functions, Business Partners may receive access to data that is requiring adherence to specific security standards. If this occurs, the Business Partner will be made aware of the additional obligations required for safe handling of such data. Business Partners shall use best efforts to establish and maintain reasonable measures and procedures, as appropriate, to ensure operational security. These measures include, but are not limited to, technical testing, protection against malicious software, network protection and management, vulnerability management, activity logging and monitoring, incident response, and business continuity planning.

Business Partners must respect and protect Brain’s intellectual property rights and maintain the confidentiality of trade secrets and other Brain’s proprietary information that includes any information that is nonpublic or not easily obtained or determined. Further, Business Partners may only use Brain’s intellectual property, such as copyrights and trademarks, in a manner only permitted by Brain, and shall not use stolen or misappropriated technology.

PUBLICITY

Business Partners shall not issue any press releases, advertising, or any public announcement regarding its relationship with Brain, or use any of Brain’s names, trade names, or logos unless Brain has provided written authorization to Business Partner.

Brain may audit compliance with this Code of Conduct or appoint a third-party to conduct an audit. Any violations will be reported to Brain’s Compliance team for attention and, if appropriate, corrective action. Business Partners must maintain all documents to demonstrate compliance with this Code of Conduct and shall make such documents available to Brain upon reasonable request. It is the intention of Brain to discontinue its relationship with any Business Partner who does not comply with this Code of Conduct or, upon discovery of noncompliance, does not commit to a specific plan to achieve compliance. Business Partners and other stakeholders may report suspected violations of these standards by sending an email to legal@Braincorp.com. Partners and other stakeholders may report suspected violations of these standards by sending an email to legal@Braincorp.com.

Brain Corporation uses certain “sub-processors” to support Brain Corporation services.

What is a Sub-processor?

A sub-processor is a data processor, engaged by Brain Corporation, that processes data (which may contain personal data) as necessary to support Brain Corporation services.

The following is a list of the names, function/purpose, and location of the service-specific sub-processors:

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This list may be updated by Brain Corporation from time to time.