BrainerZ Ltd. ("BrainerZ", or "us", "our", "we") provides a knowledge-based gaming platform operating on the Ethereum blockchain (the "Platform"). These Terms of Service ("Terms’) govern your access and use of the Platform. "You" means a user of the Platform.
These Terms do not address any sale or distribution by BrainerZ of any cryptocurrency or other tokens, which if applicable shall be addressed in a separate agreement between you and BrainerZ.
BrainerZ allows you to access and use the Platform subject to these Terms for your own personal use. BrainerZ may, in its sole discretion and at any time, modify or discontinue providing the Platform or any part thereof without notice. BrainerZ also reserves the right to modify its payment terms with reasonable prior notice.
Use of and access to the Platform is void where prohibited by law. By using the Platform, you represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you either are 18 years of age or older, or else have the permission of your parents or guardians to use the Platform and (d) your use of the Platform does not violate any applicable law or regulation or any obligation.
You may register to use BrainerZ by registering an account or and providing requested information. If you register through a social media account you represent and warrant that such account is yours and you have all right to provide us with the information in such account according to the terms and conditions of the applicable social media account. We may terminate your use of the Platform if you let someone use your account inappropriately, or if you or anyone using your account violates these Terms. If your account is terminated, you may not rejoin BrainerZ again without our express permission. You agree to immediately notify us of any unauthorized use of your account. You are fully and solely responsible for the security of your computer system, mobile device and all activity on your account, even if such activities were not committed by you. BrainerZ will not be liable for any losses or damage arising from unauthorized use of the Platform, and you agree to indemnify and hold BrainerZ harmless for any improper or illegal use of the Platform, and any charges and taxes incurred, unless you have notified us via e-mail at firstname.lastname@example.org that your account has been compromised. We do not police for, and cannot guarantee that we will learn of or prevent, any inappropriate use of the Platform.
You agree that BrainerZ may for any reason, in its sole discretion and without notice, terminate your account, and remove from the Platform any User Content (as defined below) associated with your account. Grounds for such termination may include (i) extended periods of inactivity, (ii) violation of the letter or spirit of these Terms (including if we determine that any representation provided by you in accordance with these Terms is not true or subsequent to your providing such representation has become not true), (iii) fraudulent, harassing or abusive behavior, or (iv) behavior that is harmful to other users, including travelers, other users or the business interests of BrainerZ.
If BrainerZ believes, in its sole discretion, that a violation of these Terms or any illegal or inappropriate behavior has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior on the Platform. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or behavior of anyone believed to have violated these Terms or to have engaged in illegal behavior on the Platform. You may request termination of your BrainerZ account at any time and for any reason by sending an email to email@example.com. Any suspension, termination, or cancellation of your account or these Terms shall not affect your obligations to BrainerZ and its licensors under these Terms (including but not limited to ownership, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation.
BrainerZ and its licensors own the Platform, including all worldwide intellectual property rights in the Platform, and the trademarks, service marks, and logos contained therein. Except as expressly permitted herein, you may not copy, further modify, duplicate, distribute, display, perform, sublicense, republish, retransmit, reproduce, create derivative works of, transfer, sell or otherwise use the Platform or any User Content (as defined below) appearing in the Platform. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Platform. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, or trade name of BrainerZ or any third party.
You may not, nor attempt to: (a) decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Platform; (b) circumvent, disable, or otherwise interfere with security-or access-related features of the Platform or features that prevent or restrict use or copying of any User Content; (c) use any robot, spider, Platform search or retrieval service, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Platform; (d) harvest, collect or mine information about users of the Platform; or (e) use or access another user’s account or password.
BrainerZ may allow you to post or upload certain content to the Platform. We refer to all of the foregoing as "User Content".
BrainerZ has no obligation to accept, display, review or maintain any User Content. Moreover, BrainerZ reserves the right to delete or move user User Content from the Platform without notice for any reason at any time. User Content that you submit or post may be available to the public, and you should have no expectation of privacy in the same. BrainerZ DOES NOT ENDORSE ANY CONTENT OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED BY ANY USER AND BrainerZ EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH CONTENT.
You are fully and solely responsible for any User Content you submit or post. You agree that you will not act in any way or transmit or post any User Content that: (a) restricts or inhibits use of the Platform; (b) solicits another person’s password or other personal information under false pretenses; (c) impersonates another user or otherwise misrepresents yourself in any manner; (d) infringes (or results in the infringement of) the intellectual property, moral, publicity, or privacy rights of any third party; (e) is (or you reasonably believe or should reasonably believe to be) illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (f) does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations, etc. (in the case of any proposed or actual transaction, “applicable” refers to both your own location and to location(s) of all other parties to the transaction); or would cause BrainerZ to be in violation of any law or regulation, or to infringe any right of any third party; (g) contains falsehoods or misrepresentations that may damage BrainerZ or any third party; (h) imposes an unreasonably or disproportionately large load on our infrastructure; or (i) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (i) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (ii) material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening, (iii) pornography (including any obscene material, and anything depicting children in sexually suggestive situations whether or not depicting actual children) or may be harmful to a minor, (iv) any virus, worm, Trojan horse, or other harmful or disruptive component or (v) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate.
BrainerZ may choose at its sole discretion to monitor User Content for inappropriate or illegal behavior, including through automatic means; provided, however, that BrainerZ reserves the right to treat User Content as content stored at the direction of users for which BrainerZ will not exercise editorial control except when violations are directly brought to BrainerZ’s attention.
By submitting or posting any User Content, you grant BrainerZ and its successors and assigns a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, and publicly perform such User Content on, through or in connection with the Platform (including to post such User Content to any social media Internet platform or service) in any media formats and through any media channels for commercially promoting the Platform or any of our services.
BrainerZ respects the intellectual property rights of others and expects its users to do the same. BrainerZ will remove all infringing User Content if properly notified that it infringes third party intellectual property rights, and may do so at its sole discretion, without prior notice to users at any time.
Under the Digital Millennium Copyright Act of 1998 (the "DMCA"), it is our policy to respond expeditiously to copyright owners who believe material appearing on the Services infringes their rights. If you believe that something appearing on the Services infringes your copyright, you may send us a notice requesting that it be removed, or access to it blocked. If you believe that such a notice has been wrongly filed against you, the DMCA lets you send us a counter-notice. It is BrainerZ’ policy to terminate the account of repeat infringers in appropriate circumstances, taking all facts and circumstances into account. Notices and counter-notices must meet the DMCA’s requirements. We suggest that you consult your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. Send notices and counter-notices to our copyright agent: firstname.lastname@example.org.
Your use of the Platform and/or User Content is at your sole discretion and risk. The Platform and/or User Content are provided on an AS IS and AS AVAILABLE basis without warranties of any kind from BrainerZ. BrainerZ EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE Platform AND/OR USER CONTENT, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. BrainerZ DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE Platform AND/OR USER CONTENT; OR (II) THAT THE Platform WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED BY THE Platform.
All terms and conditions regarding the distribution of cryptocurrency or other tokens on the Platform will be governed by a separate agreement. BrainerZ makes no representation or warranty that any such cryptocurrency or tokens will be of any value, will be tradable or that BrainerZ will use such cryptocurrency or tokens on the Platform. BrainerZ may modify the functionality of any cryptocurrency or tokens which may be distributed for use on the Platform, including as necessary to comply with applicable law.
You understand that BrainerZ is not responsible for the accuracy, usefulness, safety, appropriateness of or infringement by any User Content available on the Platform. Although users must agree to these Terms, it is possible that other users (including unauthorized users) may post or transmit offensive or obscene materials that you may be involuntarily exposed to such offensive or obscene materials, and you hereby agree to waive, and do waive, any legal or equitable rights or remedies you have or may have against BrainerZ with respect to thereto. It is also possible for others to obtain personal information about you due to your use of the Platform, including through any User Content that you make available through your account. Anyone receiving or viewing User Content may use your information (such as your contact details, location or description of materials that are made available) for purposes other than what you intended. We are not responsible for the use of any personal information that you disclose on the Platform or through any User Content. By making any information (including your contact details, location or description of materials) available through the Platform you acknowledge that you understand and have agreed to such risks. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE PLATFORM OR OTHERWISE.
No advice or information, whether oral or written, obtained by you from BrainerZ, shall create any warranty not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.
IN NO EVENT SHALL BrainerZ OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE Platform OR CONTENT, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED AS PART OF OR THROUGH THE Platform, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT BrainerZ HAS BEEN 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 AND IN NO EVENT SHALL BrainerZ’S CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID TO BrainerZ FOR USE OF THE Platform. IF YOU HAVE NOT MADE ANY PAYMENTS TO BrainerZ FOR THE USE OF THE Platform, THEN BrainerZ SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.
In addition to the foregoing, BrainerZ assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User Content. BrainerZ is not responsible for any problems or technical malfunction of any telephone or cellular phone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on the Platform, including any injury or damage to users or to any person’s mobile device or computer related to or resulting from participation or downloading materials in connection with the Platform. UNDER NO CIRCUMSTANCES SHALL BrainerZ BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE PLATFORM, FROM ANY USER CONTENT POSTED ON OR THROUGH THE PLATFORM, OR FROM THE CONDUCT OF ANY USERS OF THE PLATFORM, WHETHER ONLINE OR OFFLINE.
You agree to indemnify, defend, and hold harmless BrainerZ and its respective employees, directors, officers, subcontractors and agents of each, against any and all claims, damages, or costs or expenses (including court costs and attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer or password; (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) the Platform, including any transactions that you conduct or attempt; (c) your violation of any law or regulation; (d) your infringement of any right of any third party; and (e) any other matter for which you are responsible hereunder or under law. You agree that your use of the Platform, including, without limitation, provision of services in connection with the Platform shall be in compliance with all applicable laws, regulations and guidelines.
These Terms shall be governed by the law of the State of New York exclusive of its choice of law rules. Your conduct may also be subject to other local, state, and national laws. Any cause of action against BrainerZ must be brought within one (1) year of the date such cause of action arose. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in this Agreement creates any agency, employment, joint venture, or partnership relationship between you and BrainerZ or authorizes you to act on behalf of BrainerZ. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between BrainerZ and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. We may assign our rights and obligations hereunder to any third party without prior notice. You shall not assign any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If we are required to provide notice to you hereunder, we may provide such notice to the email account or account of any social networking Platform that you provided upon registration.
You and BrainerZ agree that, except as provided below, all disputes, controversies and claims related to these Terms (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the "JAMS Rules") and under the terms set forth in these Terms. In the event of a conflict between the terms set forth herein and the JAMS Rules, the terms herein will control and prevail.
Except as otherwise set forth herein, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and BrainerZ will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms, (a) you and BrainerZ may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.
The arbitration will be conducted in New York, New York unless the parties agree to video, phone and/or internet connection appearances.
You and BrainerZ agree that any arbitration shall be limited to the Claim between BrainerZ and you individually. YOU AND BrainerZ AGREE THAT (a) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (b) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
You and BrainerZ agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any of your or BrainerZ’s intellectual property rights; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.
If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If BrainerZ initiates arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.