Please read this User Agreement and Collective Brains’ Privacy Policy (collectively, the “Agreement”). The Agreement contains important information regarding your legal rights, remedies, limitations, and obligations. The Agreement creates a contract between you (“you” or “your”) and Collective Brains, Inc.(“Collective Brains,” “us,” “we,” or “our”). If you are agreeing to this Agreement on behalf of an organization, whether a corporation, limited liability company, or other legal entity (an “Entity”), the Agreement also includes and incorporates the Data Processing Addendum (“DPA”), and you represent and warrant that you have authority to legally bind that Entity to this Agreement, and in that case, “you” and “your” will mean that Entity. In that case, the Entity shall be the Account (as defined below) owner, and you agree on behalf of the Entity that the Entity shall be liable for its users’ use of the Platform (as defined below). In the event of a conflict, the order of control shall be as follows (as applicable): the DPA, the Privacy Policy and then this User Agreement.
By using or accessing any Collective Brains services, websites, products, or mobile applications, including any updates or features and functionalities that may be added in the future, and including any Content and Membership (each as defined below; the foregoing collectively referred to as the “Platform”), you represent you have read, accept, and agree to be bound by the Agreement as a condition of accessing and using the Platform, effective as of the date you accessed the Platform and created a user account (“Account”). If you do not agree to this Agreement, you must not use or access the Platform in any manner.
The Platform enables Collective Brains to offer courses, publications, articles, ebooks, presentations, videos, and other content (“Content”) and provide you with subject matter guidance (“Mentorship”) from individuals (“Mentors”) if and when you seek Content and/or Mentorship.
Modification of Agreement
Collective Brains may modify the Agreement in whole or in part at any time by posting a revised version on www.collectivebrains.com (the “Site”). Any modification will be effective as of the posting date unless Collective Brains reasonably determines a modification reduces your rights or increases your responsibilities (a “Substantial Change”). In the case of a Substantial Change, Collective Brains also will notify you via your Account (as defined below) and/or email, and if the Substantial Change involves an increase in fees charged by Collective Brains, such increase will not be effective until at least 30 days after Collective Brains gave the notice. By using the Platform after the effective date of any modification to the Agreement, you agree to be bound by the amended Agreement.
Accounts
You represent you have all necessary right, power, and authority to enter in to and be legally bound by this Agreement.
To use the Platform, you must have an account (“Account”) that you create or that Collective Brains creates for you. If Collective Brains creates an Account for you, Collective Brains will request the information necessary to create your Account, which you will provide in order for such Account to be create. To have an Account, you must be and represent you are either (a) an employee or agent of an independent business (whether as a self-employed individual/sole proprietor or as an entity), or (b) an individual who is 18 years or older or has otherwise reached the age of majority in the jurisdiction in which you reside. If you do not qualify as (a) or (b), you are prohibited from creating an Account or using the Platform in any manner.
To create an Account, you must provide information, some of which is personal, (“Information”) to complete a unique user profile (“Profile”). You represent your Information is accurate, complete, authentic, and current, and you will use best efforts to ensure your Information remains accurate, complete, authentic, and current. The Information, content, and other data you may post, upload, share, or submit to the Platform or otherwise provide to Collective Brains is “Your Data.” You retain ownership of Your Data, and Collective Brains asserts no right of ownership in Your Data.
Usernames and Passwords
When you register for an Account, you will create a username and password to access your Account. You will safeguard and maintain the confidentiality of your username and password. You agree not to share your username or password. You are responsible for all activity that occurs under your Account.
You authorize Collective Brains to assume, and to rely on the assumption, that any person using the Platform with your username and password is you or a person authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or unauthorized access to your password. You further agree not to use the Account or log in with the username and password of another user if (a) you are not authorized to use both or (b) the use would violate this Agreement. Collective Brains, its subcontractors and licensors are not and will not be liable for unauthorized use of your Account.
Account Owner Disputes
In the unlikely event there is a dispute over the ownership of an Account, Collective Brains may request additional information from you to determine ownership and settle the dispute. Information Collective Brains may request includes but is not limited to:
- A copy of your photo identification;
- A copy of your business documents, including a charter, certificate of incorporation or organization, business license, or other documentation demonstrating ownership of your entity;
- Billing information and details;
- Certified copies of your tax forms.
In the event such a dispute arises, Collective Brains reserves the right to determine the account ownership and the ability to transfer the account to the rightful owner, unless prohibited by law.
The Platform; Limitations
Subject to this Agreement, Collective Brains provides the Platform to you, processes the sale and purchase of Content and Mentorship, and provides Mentorship via one or more of its Mentors.
By using the Platform, you authorize Collective Brains to use Your Data to provide the Platform, facilitate the Platform’s purposes, and provide Content and Mentorship, and you agree your use of the Platform and the Content and your receipt of Mentorship will comply with all applicable laws, rules, and regulations.
Collective Brains is not an educational institution, and Mentors are not educators. Collective Brains makes the Platform available to enable you to find Mentors and Content. Collective Brains does not introduce Mentors to Mentees or recommend Mentors to Mentees. Through the Platform, you may be notified of Mentors who may offer Content or Mentorship that you seek. You solely are responsible for evaluating and determining the suitability of Content and/or a Mentor. Collective Brains makes no warranty, representation, or guarantee that the Content or Mentor will be suitable for you or meet your particular need.
Collective Brains may use subcontractors to perform its obligations under this Agreement without your consent. Collective Brains will be liable for the actions or inactions of those subcontractors.
Access to the Platform
Collective Brains grants you a limited, non-exclusive right to access and use the Platform for your own personal purposes. This right may not be assigned or sublicensed to anyone else without Collective Brains’ express written consent.
All rights not expressly granted by Collective Brains are reserved by Collective Brains.
You may end your legal agreement with Collective Brains at any time by deactivating your Account and discontinuing the use of the Platform.
Additional Collective Brains’ Reserved Rights
- Collective Brains may modify, terminate, or refuse to provide the Platform at any time for any reason without notice.
- Collective Brains may remove you from the Platform at any time for any reason without notice, solely in Collective Brains’ discretion. This right is not modified by any other section of this Agreement.
- Collective Brains reserves the right to access your Account so it or its subcontractors can respond to requests for technical support, to maintain the safety and security of the Platform, and for other legitimate business purposes, as necessary in Collective Brains’ sole determination.
- Collective Brains may, but has no obligation to, monitor your or any other users’ activity, data, information, or other content, including Your Data, through the Platform.
- Collective Brains may modify, suspend, or alter its refund policy, in its sole discretion.
Your Responsibilities; Prohibitions
Your use of the Platform will comply with applicable law. You will not use the Platform to transmit, distribute, send, or otherwise expose the Platform or its users to viruses, worms, or any other code that may be deemed dangerous, harmful, or destructive in any manner. You will not use the Platform to engage in activities that will result in sending spam to other users or to Collective Brains, its employees, or its subcontractors, including Mentors. You will be civil and respectful when you use the Platform. You will not use the Platform to attempt to gather personal information on anyone outside the limited permissible uses for accessing Content or Mentorship. You will not use data mining, robots, or similar data extraction methods. You will not use the Platform or any Content for any purposes other than as intended. You will not use the Platform if your content contains, as determined in Collective Brains’ sole discretion, material that is libelous, slanderous, pornographic, obscene, unlawful, threatening, hateful, violent, predatory, defamatory, or otherwise objectionable. You will not engage in activity that would reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble any portion of the Platform. You will not engage in any activity interferes with, damages, or harms the Platform or misuse the Platform by interfering with its normal operation or attempting to access the Platform using a method other than through the interfaces and instructions Collective Brains provides. You will not circumvent or attempt to circumvent any limitations imposed on your Account. You will not probe, scan, or test the Platform’s vulnerability without our prior written authorization. You will not use the Platform to collect or store any sensitive information, including personal health information or banking and credit card information (“Sensitive Information”) except as expressly permitted by the Stripe Agreement or PayPal Terms, and if you do use the Platform to collect, store, or otherwise process any Sensitive Information, you do so at your own risk and you are responsible for ensuring compliance with applicable laws. You will not transmit any viruses, malware, or other types of malicious software or links to such software through the Platform. You will not use the Platform to commit unlawful activity. You will not attempt to circumvent any license, timing, or use restrictions built into the Platform. You will not lend, resell, or sublicense or otherwise use the Platform for the benefits of a third party without Collective Brains’ prior written consent, which may be withheld for any or no reason.
Your Data
You grant Collective Brains a non-exclusive, worldwide, royalty-free, transferable right to use, copy, perform, display, and distribute Your Data and to prepare derivatives of Your Data and incorporate Your Data into other works in any media now known or future developed, to provide the Platform and as authorized by the Privacy Policy. If you are entering into this Agreement on behalf of an Entity, you grant Collective Brains a non-exclusive, worldwide, royalty-free, transferable right to use your trade names, trademarks, service marks, trade dress and logos to promote the Platform.
To provide the Platform, Collective Brains uses limited information about you to facilitate your Content or Mentorship purchases, including name, email address, IP address, and the items purchased and to deliver Mentorship. Except as set forth in this Agreement, Collective Brains does not provide, sell, rent, release, disclose, or otherwise transfer Your Data to any other user in exchange for monetary or other valuable consideration.
You are responsible for ensuring Your Data complies with applicable laws, rules, and regulations and does not violate someone else’s rights, including intellectual property rights. You are responsible for your Platform use and the information you choose to disclose on the Platform. If you believe Your Data has been copied in a way that constitutes copyright infringement, you may report this by sending an email to communications@collectivebrains.com.
You understand Your Data (excluding credit card information) may be transferred unencrypted and involve (a) transmissions over various networks and (b) changes to conform and adapt to technical requirements of connecting networks or devices. However, credit card information is always encrypted during transfer over networks.
If Collective Brains terminates your access to the Platform or you cancel your Account, you will no longer be able to access Your Data, and, except as expressly stated otherwise in this Agreement, Collective Brains may delete Your Data following such termination or cancelation. Collective Brains, in its sole discretion and as permitted or required by law, may retain some or all of Your Data, but Collective Brains will no longer display Your Data in the Platform.
You grant Collective Brains a non-exclusive, perpetual, irrevocable license to maintain an archival copy of Your Data for compliance with any relevant laws and regulations and for Collective Brains’ own internal business purposes, subject to applicable law. Notwithstanding the foregoing, once you cancel your account, your will no longer have access to the Platform, and Your Data may be immediately deleted from the Platform. Deletion of Your Data is final, and Collective Brains will not be responsible for a loss of Your Data.
Removal of Your Data
Collective Brains may monitor and remove Your Data, in whole or in part, if Collective Brains determines in its sole discretion, that Your Data violates this Agreement. Collective Brains will notify you if Collective Brains removes any part of Your Data. You may appeal the removal of Your Data, but Collective Brains will make the final determination about whether Your Data may be reinstated.
Content
Collective Brains may make Content available for purchase. All Content is subject to applicable copyright laws. You may use the Content only for your own personal use. You are not permitted to sell, license, distribute, share, market, copy, perform, or use the Content for commercial purposes or have any of those activities performed on your behalf without the express written approval of Collective Brains. Collective Brains provide the Content as-is, without warranty of any kind, and without guarantee that the Content will be suitable for the purposes for which you may have purchased it. Content purchases are non-refundable.
Mentorship; Mentorship Appointments; Mentorship Agreement
You may schedule appointments for Mentorship (“Mentorship Appointment”) via a Mentor’s calendar on the Platform. The fees for such Mentorship (the “Mentorship Fee”) will be equal to the duration of the Mentorship Appointment scheduled multiplied by the Mentor’s rate (the “Mentorship Rate”), which will be disclosed to you prior to or as part of scheduling the Mentorship Appointment. You must pay the Mentorship Fee at the time you schedule the Mentorship Appointment.
Each time you request a Mentorship Appointment, Collective Brains will present such request to the Mentor, and when a Mentor accepts such Mentorship Appointment request, the Mentor does so on behalf of Collective Brains, as authorized by Collective Brains, and such acceptance creates a “Mentorship Agreement.” As such, each Mentorship Agreement is between you and Collective Brains and not the individual Mentor.
Collective Brains is not obligated to accept a Mentorship Appointment request. The Mentorship Agreement does not create an employment or other service relationship or a partnership or joint venture between you and Collective Brains or a Mentor.
Either you, a Mentor, or Collective Brains may terminate a Mentorship Agreement at any time for any reason, but Collective Brains will refund Mentorship Fees you’ve paid if (a) Collective Brains terminates the Mentorship Agreement prior to a Mentorship Appointment for which you’ve paid the Mentorship Fees or (b) you terminate the Agreement at least 30 days before your next Mentorship Agreement. as follows:
You may reschedule a Mentorship Appointment 48 hours or more before the appointment, as long as the rescheduled appointment falls within 30 days of the originally scheduled time. If you do not reschedule within that 30-day period, you forfeit the Mentorship Fees you paid for that Mentorship Appointment, and Collective Brains shall owe no refund.
Collective Brains will provide a credit equal to the Mentorship Fee paid (a “Credit”) for Mentorship Appointments that are canceled (a) by a Mentor or Collective Brains, (b) as a result of the Mentor’s or Collective Brains’ termination of the Mentorship Agreement, as long as such cancelation is not due to your breach of this Agreement, or (c) as a result of Mentor’s failure to attend the Mentorship Appointment that has not been rescheduled. In the case of the foregoing (c), Collective Brains will owe no Credit unless you send notification requesting such Credit to communications@collectivebrains.com identifying the Mentor and the date and time of the Mentorship Appointment and such notice is received by Collective Brains within 30 days the Mentor’s failure to attend.
Agreements between you and any Mentors made outside the Platform are in violation of this Agreement and shall serve to automatically terminate this Agreement without further action necessary by Collective Brains. Such agreements are expressly between the parties to such agreements, and Collective Brains shall have no obligations or liabilities to any party to such agreements.
Confidential Information
Collective Brains agrees to protect the secrecy of your confidential information with the same degree of care it uses to protect its own confidential information, but in no event will Collective Brains use less than reasonable care to protect your confidential information. If you request in writing (email or Platform messaging acceptable), Collective Brains will promptly destroy or return your confidential information and any copies contained in or on its premises, systems, or any other equipment under its control, except as retention is otherwise expressly permitted by this Agreement or required by applicable law. Information does not constitute “confidential information” if it became generally known by others without breach of this Agreement by Collective Brains, was independently developed by Collective Brains, or was received by Collective without a duty of confidentiality before disclosure by you. Collective Brains may disclose your confidential information to any person who has a need to know in order to provide the services under this Agreement.
Pricing/Fees
Except for subscription fees (if any), Collective Brains makes the Platform available to you at no additional charge. All Mentorship Rates and Content prices are quoted in US Dollars. The actual amounts you pay may be different depending on the exchange rate charged by the financial institutional that provides your credit or debit card account.
Payments
Depending on the processing method, Collective Brains may charge additional transaction fees. You agree to pay all fees and charges that are made to your Account. You solely are responsible for payment of these transaction fees.
Paid plans (subscriptions) are automatically charged at the beginning of each billing period to the credit or debit card you have on file. Unless you cancel your subscription by sending a written notice via email to communications@collectivebrains.com or directly through your Account prior to the start of the billing period, your plan will be charged on the anniversary of its billing period. You expressly authorize Collective Brains to charge any recurring service to the credit or debit card you provide.
If you do not authorize payment or are otherwise not current on your subscription payments, Collective Brains may restrict your Platform access until your Account becomes current and paid in full.
Collective Brains reserves the right to pursue fees owed using collection methods that may include charging other payment methods on file with Collective Brains and/or retaining collection agencies or legal counsel. Collective Brains may also charge reasonable collection costs, including attorneys’ fees.
Taxes
Collective Brains may be required to collect and remit taxes charged by authorities that have jurisdiction over the transactions for which Collective Brains processes payments. In such case, Collective Brains will add the appropriate tax amounts to the transaction and pay such amounts to the appropriate authorities.
Refunds; Credits
Except as otherwise expressly set forth in this Agreement, Collective Brains does not provide refunds. Any Credits provided to you must be used within one year after your receipt of the Credit. You may use Credits to purchase Content or to receive Mentorship. Credits may not be transferred to another user. Credits are not redeemable for cash or other monies.
Payment Processing
Payment processing services are provided by (a) Stripe and subject to the Stripe Services Agreement (available at https://stripe.com/us/legal) (collectively, the “Stripe Agreement”) or (b) PayPal and subject to the PayPal terms (available at https://www.paypal.com/us/webapps/mpp/ua/legalhub-full) (collectively, the “PayPal Agreement”). In the event of a conflict between this Agreement and the Stripe Agreement or PayPal Terms, as applicable, the Stripe Agreement or PayPal Terms shall control. As a condition of Collective Brains enabling payment processing services through Stripe and/or PayPal, you authorize Collective Brains to obtain all necessary access and perform all necessary activity to enable the payment processing services. You further agree to provide accurate and complete information to enable the payment processing services. Collective Brains reserves the right to switch payment processing vendors or use alternate or backup vendors in its sole discretion.
Disputes; Release
To the extent applicable, you waive the protections of California Civil Code §1542 (and any similar law in any other applicable jurisdiction), which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
User Information and User Feedback
Collective Brains may permit users to publish and to request Collective Brains to publish on their behalf information about Mentors and Content on the Platform, such as feedback, composite feedback, subject matter expertise, information about identity or credentials, and other information (“User Feedback”). User Feedback is based solely on unverified data that users voluntarily submit to Collective Brains and will not be construed as an introduction, endorsement, or recommendation by Collective Brains. Collective Brains makes User Feedback available solely for the convenience of users and disclaims all liability associated with such User Information. Collective Brains may elect to not publish User Feedback for any or no reason in its sole discretion.
Collective Brains provides any feedback system as a means through which users can share their opinions of other users publicly, and Collective Brains does not warrant that it will monitor, influence, contribute to, or censor these opinions.
Except as expressly state otherwise in this Agreement, Collective Brains does not generally investigate remarks posted by users, User Feedback, or other data submitted to the Platform by users. Collective Brains is not legally responsible for any feedback or comments posted or made available on the Platform by any users or third parties, even if that information is defamatory or otherwise legally actionable. To protect the integrity of the Platform and to protect users from abuse, Collective Brain reserves the right but is not obligated to remove posted feedback or information that, in Collective Brains’ sole judgment violates the Agreement or negatively affects the Platform, diminishes the integrity of the feedback system, or otherwise is inconsistent with Collective Brains’ business interests.
Communication
You agree to receive communication from Collective Brains as permitted by this Agreement, which may be delivered by email, text, phone calls, mail, or via the Platform’s messaging capabilities. Standard text message charges may apply to any text messages Collective Brains sends. You may opt out of text messaging at any time. You may opt out of promotional emails by unsubscribing.
Intellectual Property
Except as expressly granted otherwise in this Agreement, no party to this Agreement grants any right of ownership in its intellectual property.
The Platform is protected by copyright, trademark, and other laws of both the United States and other countries. As between you and Collective Brains, Collective Brains retains all right, title, and interest in and to the Platform (excluding Your Data), Content, and Collective Brains’ name or any of the Collective Brains trademarks, logos, domain names, or other distinctive brand features, and other proprietary rights (“Collective Brains IP”). Collective Brains IP is and will remain exclusively Collective Brains’ and its licensors’ property.
Feedback
Any feedback, comments, or suggestions you may provide regarding Collective Brains or the Platform is entirely voluntary, and Collective Brains is free to use such feedback, comments, or suggestions as Collective Brains sees fit and without any obligation or compensation to you.
IP Infringement Claims
If you believe another user is infringing your intellectual property, please complete the for Collective Brains’ form available at https://form.typeform.com/to/Oi6bkycX. If Collective Brains can determine that another user is infringing your intellectual property on the Platform based on the information you provide, Collective Brains will take action it deems appropriate in its sole discretion, which may include removing access to the infringing content and/or terminating the infringing user’s account.
There may be times when Collective Brains cannot take action based on the information you submitted. In such cases, Collective Brains may refuse to take action. If you believe Collective Brains’ decision is in error, you may resubmit your claim with additional information and materials requested by Collective Brains; however, resubmission doesn’t not guarantee Collective Brains will take any further action.
If Your Data is removed due to receipt of an IP infringement notice, and you believe it was wrongly removed, you may send Collective Brains a counter notice to communications@collectivebrains.com.
If Collective Brains receives a counter notice that denies and asserts a good faith basis for denying the infringement claim, Collective Brains may choose not to remove the allegedly infringing content but will put you in direct contact with the user so that you and the user can address the matter directly.
Third-Party Tools; Communication
Collective Brains may provide you with access to, and you may choose to use, third-party tools as part of the Platform. Collective Brains provides such third-party tools “as-is” without any warranties, representations, or conditions of any kind, and without endorsement. Collective Brains shall have no liability for or related to your use of the third-party tools, and your use of the third-party tools shall be governed exclusively by the tools’ end-user terms. Any use by you of a third-party tool is at your own risk.
By using the Platform, you may receive communications from third parties. Collective Brains is not responsible for these communications and shall have no liability in connection with them. You solely are responsible for assessing and verifying the identity and trustworthiness of the source and content of any such third-party communication. Collective Brains assumes no responsibility for verifying and makes no representations or warranties regarding the identity or trustworthiness of the source or content of any such third-party communications.
Warranty Disclaimer
The Platform is provided “as is,” without warranties of any kind, whether express, implied, or statutory. The Platform relies on various third-party technologies and services. Collective Brains does not guarantee the Platform will be accurate, reliable, secure, uninterrupted, available, virus-free, harm-free, or error-free. Collective Brains does not promise to fix any Platform errors, bugs, or issues that currently exist or may arise. Collective Brains is not responsible for loss or damage resulting from your reliance on any information or advice you receive from a User or from using the Platform.
To the maximum extent permitted by applicable law, Collective Brains disclaims all express and implied conditions, representations, and warranties, including but not limited to the warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement. Some jurisdictions may not allow for all the foregoing limitations on warranties so, to that extent, some or all of the foregoing limitations may not apply to you. Your sole and exclusive remedy against Collective Brains with respect to any defects, non-conformances, or dissatisfaction is your termination right.
Limitation of Liability
To the maximum extent permitted by law, in no event will Collective Brains be liable for any direct, indirect, consequential, special, exemplary, punitive, or other liability related to the Platform, including for any loss of use, lost or inaccurate data, lost profits, failure of security mechanisms, interruption of business or costs of delay, injury, or property damage. If the foregoing disclaimer of direct damages is not enforceable at law for any reason, in no event will Collective Brains’ aggregate liability to you under this Agreement exceed the lesser of (a) the amount you paid to Collective Brains for Content, Mentorship, or subscription fees, as applicable, related to the claim giving rise to such damages, or (b) $50.
Indemnification
You agree to indemnify, defend (at Collective Brains’ request), and hold harmless Collective Brains and its affiliates, and their respective officers, agents, and employees from any third-party claims and any related damages, losses, or costs (including reasonable attorney fees and costs) arising out of your violation of (a) this Agreement, (b) a third party’s rights or (c) your gross negligence, willful misconduct, or fraud. You may not settle such claim without Collective Brains’ prior written consent.
Remedies
Collective Brains reserves the right to seek all remedies available at law and in equity for violations of this Agreement, including but not limited to removing you from the Platform, blocking access to the Platform from a particular IP address or other user identifier, and referring the violation to the appropriate law enforcement authority.
Waiver
No waiver of any provision of this Agreement will be valid unless it is in writing signed by the parties. Any failure to enforce any right or remedy in this Agreement will not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy.
Basis of Bargain; Failure of Essential Purpose
Collective Brains agreed to provide the Platform under the terms of this Agreement relying on the limitations of liability, warranty disclaimers, and other provisions relating to risk allocation, and you agree that such provisions are an essential basis of the bargain between you and Collective Brains. You agree that the waivers and limitations specified in this Agreement apply regardless of the form of action, and they will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
Arbitration
If a dispute arises between you and Collective Brains, Collective Brains will attempt to resolve the dispute quickly and cost-effectively for both parties. Unless the complaint falls within an Exception (as defined below), you and Collective Brains agree to resolve any claim, dispute, or controversy arising under this Agreement or applicable law governing this Agreement in accordance with this arbitration provision.
The following disputes are exempt from this arbitration provision:
- All disputes, if you have opted out of this arbitration provision, as set forth below.
- Disputes between parties that applicable law, including regulations, an Act of Congress, or a lawful, enforceable Executive Order, prohibits from being subject to pre-dispute arbitration agreements;
- Qualifying claims the complaining party elects to bring in small claims court in King County, WA. In such case, the action must be filed within one (1) year from when it first could be filed; otherwise, the claim is permanently barred.
- Any other disputes for which arbitration is found to be inapplicable or unenforceable.
(such foregoing disputes, the “Exceptions”).
For Exceptions, you may file the claim under judicial proceedings in federal or state courts in King County, WA, and in such case, you and Collective Brains consent to the personal jurisdiction and exclusive venue in such courts.
Prior to serving a demand for arbitration or filing a claim related to an Exception, you and Collective Brains agree to first notify each other of a dispute. You agree to notify Collective Brains of your dispute by email to communications@collectivebrains.com, and Collective Brains agrees to notify you at your email address on file (each a “Notice”). You and Collective Brains will then seek informal voluntary resolution of the dispute. Any Notice must include pertinent account information, a brief description of the dispute, the specific relief sought, and contact information so you or Collective Brains, as applicable, may evaluate the dispute and attempt to informally resolve it. Both you and Collective Brains will have 60 days from the date of receipt of the Notice (“Resolution Period”) to informally resolve the dispute which, if successfully resolved, will avoid the need for further action.
If after the Resolution Period, you and Collective Brains have not agreed on a resolution, you and Collective Brains agree to individual binding arbitration under JAMS Alternative Dispute Resolution (“JAMS”) and the Federal Arbitration Act (“FAA”) and will not sue in court in front of a judge or jury. The arbitration will be conducted under the JAMS Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes, and the arbitrator’s decision will be final except for a limited right of review under the FAA.
To start arbitration, the complaining party must file a demand for arbitration with JAMS within one (1) year from when such demand first could be filed. Otherwise, the claim is permanently barred. If applicable law prohibits a one-year limitation period for asserting claims, then the complaining party must assert the claim within the shortest time period permitted by applicable law.
Whenever feasible, the arbitration will be held telephonically (or by video over internet) unless the arbitrator finds good cause to hold an in-person hearing instead. You may choose the location of any in-person hearing from either your county of residence; or, if you are a business, the county of your principal place of business; or Collective Brains’ principal place of business in King County, WA. The enforcement of the arbitrator’s award will be controlled by and conducted in conformity with the FAA. Judgment upon any award may be entered in any court holding jurisdiction.
You may opt out of this Arbitration Provision by notifying Collective Brains in writing within 30 days of the date you first created your Account.
Your opt-out notice must include: (a) your username; (b) your name; (c) your address; (d) your telephone number; (e) your email address; and (f) a statement indicating you wish to opt out of the Arbitration Provision.
Opting out of this Arbitration provision will not affect the application or validity of any other provision of this Agreement.
Notice
Notification required by this Agreement where email is not expressly included as an acceptable method of notification must be sent to Collective Brains at:
Collective Brains, Inc.
Attn: Legal
2018 156th Ave NE, Bldg F, Suite 100
Bellevue, WA 98007
Written notice that Collective Brains is required to send you will be effective if sent to the address identified in your Account, the email address identified in your Account, or by notifications in the Platform.
Entire Agreement
This Agreement represents the entire agreement between you and Collective Brains concerning its subject matter and cancels or supersedes any other agreement, discussion, representation, warranty, or other communication between you and Collective Brains to the extent they are related in any way to the subject matter of this Agreement.
Assignment
You may not assign this Agreement, or any of your rights or obligations under this Agreement, without Collective Brains’ prior written consent signed by a duly authorized representative of Collective Brains. Collective Brains may freely assign this Agreement. Any attempted assignment or transfer in violation of this paragraph will be void. Subject to the foregoing restrictions, this Agreement is binding on and benefits any successors.
Governing Law
The parties to this Agreement agree Washington State’s laws will be used to govern this Agreement and to resolve any disputes that will arise under them, regardless of Washington State’s conflict of law principles, which will not have any effect.
California Civil Code Section 17898.3
California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted inwriting at 400 R Street, Suite 1080, Sacramento, CA 95814 or by telephone to (916) 445-1254 or (800) 952-5210. Complaints or requests for further information can be sent to the address listed in the Notices section of this Agreement.
Additional Relief
You acknowledge that certain breaches may cause irreparable harm to Collective Brains that may not be accurately or completely measured. Accordingly, in addition to seeking and recovering money damages and other remedies, and notwithstanding the provision on dispute resolution, Collective Brains will have the right to seek an injunction or other equitable relief to prevent a breach without any requirement to (i) post a bond or other security, (ii) prove actual damages, or (iii) prove monetary damages will not afford an adequate remedy. For clarity, Collective Brains shall not be required to informally resolve or arbitrate as required by this Agreement before or as a condition of seeking relief under this paragraph.
Modifications
No modifications to this Agreement will be binding on Collective Brains unless Collective Brains posts such modifications to the Platform or such modifications are agreed in writing and signed by a duly authorized Collective Brains representative. Email will not constitute a writing for purposes of this paragraph. Collective Brains’ failure to act with respect to your breach does not waive Collective Brains’ right to act with respect to future or similar breaches. Collective Brains may but is not obligated to pursue all breaches of this Agreement.
Interpretation; Invalidity
This Agreement will be interpreted according to the fair meaning of its terms. Headings and captions used in this Agreement are used for the parties’ convenience and will not be used to interpret this Agreement. If a judge or an arbiter holds any portion of this Agreement void or unenforceable, the remaining provisions of this Agreement will remain in effect, and such finding in one jurisdiction will not affect the validity or enforceability in any other jurisdiction. Even though Collective Brains drafted this Agreement, you represent you had ample time to review and decide whether to agree to this Agreement. If an ambiguity or other question of intent or interpretation of this Agreement arises, no presumption or burden of proof will arise favoring or disfavoring you or Collective Brains due to authorship of a provision of this Agreement.
Force Majeure
The parties to this Agreement will not be responsible for the failure to perform, or any delay in performing, any obligations under this Agreement for a reasonable period when the failure or delay is due to labor disturbances, accidents, fires, floods, telecommunications or internet failures, strikes, wars, riots, rebellions, blockades, government acts, governmental requirements and regulations or restrictions imposed by law or other condition beyond the delaying party’s reasonable control.
Prevailing Language and Location
The English language version of the Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Platform is controlled and operated from Collective Brains’ facilities in the United States.
Access of the Platform Outside of the United States
Collective Brains makes no representations that the Platform is appropriate or available for use outside of the United States. You represent and warrant that you are not nor are you owned or controlled directly or indirectly by any person, group, entity, or nation (a) named on any list issued by the United States’ Department of the Treasury’s Office of Foreign Asset Control (“OFAC”) or any similar list or by any law, order, rule, or regulation or any Executive Order of the President of the United States as a “Specially Designated National and Blocked Person,” terrorist, or other banned or blocked person (any such person, group, entity, or nation a “Prohibited Person”); (b) acting directly or indirectly for or on behalf of any Prohibited Person; (c) have not conducted nor will conduct business nor have engaged nor will engage in any transaction or dealing with any Prohibited Person in violation of the US Patriot Act or any OFAC rule or regulation, including the making or receiving of any contribution of funds, goods, or services to or for a Prohibited Person’s benefit in violation of the US Patriot Act or any OFAC rule or regulation; (d) are not prohibited by any sanctions program as maintained by OFAC from transacting with Collective Brains.
You must not use the Platform to sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any user. You also warrant that you are not prohibited from receiving U.S. original products, including services and software.
You expressly understand and agree that the representations and warranties in this section shall be ongoing in nature.
Consent to Use Electronic Records
In connection with the Agreement, you may be entitled to receive, or Collective Brains may otherwise provide, certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the Platform, you give Collective Brains permission to provide these records to you electronically instead of in paper form.
