Updated January 29, 2016
1. General Conditions
We may revise these Terms at any time by posting the revised Terms on the Services, and you agree that your use of the Services after such changes will constitute your acceptance of such changes.
We reserve the right to alter these Terms at any time. If the alterations constitute a material change to the Terms, we will notify you by sending you an e-mail to the last e-mail address you provided to us and/or by prominently posting notice of the changes on brazenconnect.com. Please note that at all times you are responsible for updating your Personal Information to provide us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.
We reserve the right to refuse access to the Services to anyone for any reason at any time.
We may, but have no obligation to, remove Content and accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates anyone’s intellectual property or these Terms.
2. Basic Terms
- You are solely responsible for your conduct and the Content that you submit, post, or share on the Services.
- You must not transmit any code of a destructive nature, such as viruses, trojan horses or worms.
- You must not, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright laws).
- You must be 13 years or older to use the Services.
- You agree that Brazen can use the information you provided as part of your account creation to notify you of upcoming events for which you have registered and changes made to your account.
Violation of any of these conditions may result in the termination of your account.
3. Additional Restrictions on Use of the Services
You agree not to use the Services to: (a) transmit or communicate any data or perform any activity, that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) harm minors in any way; (c) impersonate any person or entity or falsely state or otherwise misrepresent Company’s affiliation with a person or entity; (d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any data transmitted to other users; (e) transmit, access or communicate any data that Company does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (f) transmit, access or communicate any data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (g) transmit or communicate any data that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (h) disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges; (i) interfere with or disrupt the Services; (j) intentionally or unintentionally violate any applicable local, state, national or international law, including any rules and regulations of any securities exchange, any rules, regulations, requirements, procedures or policies in force from time to time relating to the Services, and any export or re-export laws, rules and regulations; (k) collect any information or communication about users of the Services by monitoring, interdicting or intercepting any process of or communication initiated by the Services or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing; (l) “stalk” or otherwise harass another; (m) modify, delete or damage any information contained on the personal computer of any other user; (n) collect or store personal data or other information about other users; (o) intentionally make available “spoofed” files or data, or files or data with any type of information designed to misidentify the actual content of a file or which is intended to mislead the recipient of the file; (p) except as expressly specified in the applicable Services Description, utilize the Services for the benefit of any third party or charge any person for the use or distribution of the Services; (q) take any steps to interfere with or in any manner compromise any of security measures with respect to the Services or any data or file transmitted, processed or stored on or through the Services; or (r) perform any activity which will or may breach the rights of any third party.
Violation of any of these conditions may result in the termination of your account.
4. Third Party Sites
Content available through our Services may include links to third party websites. Some of these sites may contain materials that are objectionable, unlawful, or inaccurate. These links do not mean that we endorse these third party sites or services. We are not responsible or liable for any Content or other materials on these third party sites. Any dealings that you have with third party sites found on our Services are between you and the site and you acknowledge and agree that we are not liable for any loss or claim you may have against a third party site.
5. Disclaimer of Warranties
We provide our Services “as is”, “with all faults” and “as available.” We and our suppliers make no express warranties or guarantees about the Services. TO THE EXTENT PERMITTED BY LAW, WE AND OUR SUPPLIERS DISCLAIM IMPLIED WARRANTIES THAT THE SERVICES AND ALL SOFTWARE, CONTENT AND SERVICES DISTRIBUTED THROUGH OUR SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS, ARE ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OUR SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY OF OUR REPRESENTATIVES SHALL CREATE A WARRANTY. You may have additional consumer rights under your local laws that these Terms cannot change.
6. Limitation of Liability
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO DISCONTINUE YOUR USE OF OUR SERVICES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THE SERVICES AND OTHER THIRD PARTY ITEMS AND/OR THIS AGREEMENT, OR FOR ANY CLAIM BY ANY THIRD PARTY (INCLUDING FOR INTELLECTUAL PROPERTY INFRINGEMENT), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF BRAZEN TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU DURING A ONE-YEAR PERIOD FOR THE SPECIFIC SERVICE GIVING RISE TO THE LIABILITY.
Except for claims covered under our indemnity to you under this Section, you agree to defend and indemnify us from any and all claims brought against Brazen by third parties, and will hold us harmless from all corresponding claims for cost, losses, damage, expense (including reasonable attorneys’ fees), or liability incurred by us arising out of or related to your misuse, modification or alteration of the Services or from your or any of your users’ providing of or use of your data, provided that we: (i) provide notice of the claim promptly to you; (ii) give you sole control of the defense and settlement of the claim; (iii) provide to you all available information, assistance and authority to defend; and (iv) have not compromised or settled such proceeding without your prior written consent.
Indemnification for Intellectual Property Claims Relating to Services.
- We will defend, at our expense, any legal proceeding brought against you to the extent it is based on a claim that the use of the Service is a direct infringement of a copyright or, to our knowledge, a United States patent, and will pay all damages awarded by a court of competent jurisdiction attributable to such claim, provided that you (i) provide prompt notice of the claim to us; (ii) give us sole control of the defense and settlement of the claim; (iii) provide to us all available information, assistance, and authority to defend; and (iv) have not compromised or settled such proceeding without our prior written consent.
- Should the Service or any portion thereof become, or in our opinion be likely to become, the subject of a claim for which indemnity is provided under this Section, we will, as your sole and exclusive remedy, elect in our sole discretion to: (i) obtain for you the right to use the Service; (ii) replace or modify the Service so that it becomes non-infringing; or (iii) agree to terminate the grant of right of use of the Service and grant you a refund of the fees actually paid by you to us for such Service for any unfulfilled future period of service.
- We will have no liability for any infringement or claim which results from: (i) modifications made by you or third parties or modifications made by us based on specifications or instructions provided by you; (ii) use of the Service in combination with any equipment, software, or data, not produced by us; (iii) our compliance with your designs or specifications or modifications made by parties other than us; or (iv) use of the Service in a manner prohibited under these Terms or in a manner for which the Service was not designed.
- Entire Liability. The provisions of this section set forth the entire indemnification obligations of Brazen and the sole remedies of Company with respect to intellectual property indemnification.
8. International Use
We make no representation that Content on the Services is appropriate for use in locations outside the United States, and accessing it from territories where the Content is illegal is prohibited. If you choose to access a Service from a location outside the U.S., you do so on your own initiative and you are responsible for compliance with local laws.
9. Choice of Law and Location for Resolving Disputes
You agree that the laws of Virginia govern this contract and any claim or dispute that you may have against us, without regard to Virginia’s conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You agree to waive claims that you might otherwise have against us based on the laws of other jurisdictions, including your own. You further agree that any disputes or claims that you may have against us will be resolved by a court located in Arlington, Virginia and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.