Brain Power® Terms of Use
This Brain Power® Terms of Use Agreement (this "Agreement") is a legal agreement between you and Brain Power Direct, Inc. ("Brain Power", "we", "us" or "our") providing, among other things, the terms and conditions for your use of Brain Power's free and/or subscription cognitive skills training services (collectively, the "Brain Power Services"), including our Web site Terms of Use (the "Site").


We may from time to time modify these terms of use and will post a copy of the amended Agreement here . If you do not agree to, or cannot comply with, the Agreement as amended, you must stop using the Brain Power® Services (as defined below) or, if applicable, cancel your Brain Power® Services subscription. You will be deemed to have accepted the Agreement as amended if you continue to use any of the Brain Power® Services after any amendments are posted on the Site.

THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY USING OR SUBSCRIBING TO THE BRAIN POWER® SERVICES. YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IN ORDER FOR YOU TO HAVE ACCESS TO THE BRAIN POWER® SERVICES, THIS AGREEMENT MUST BE ACCEPTED BY YOU WITHOUT ANY MODIFICATIONS, ADDITIONS, OR DELETIONS. IF YOU DO NOT AGREE TO THE TERMS OF USE CONTAINED IN THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE BRAIN POWER® SERVICES. YOU MAY BE DENIED ACCESS TO THE BRAIN POWER® SERVICES, WITH OR WITHOUT PRIOR NOTICE TO YOU, FOR NONCOMPLIANCE WITH ANY PROVISION OF THIS AGREEMENT.

Your Account Information
To use any aspect of the Brain Power® Services, you may be required to register and provide certain information, including a member or user name, a password and a valid email address (the "Account Information"). You agree that the Account Information that you provide is true, accurate, current and complete information about yourself and your billing information, if applicable.

You may update any of your Account Information by going to the Administration menu and selecting Edit Profile and/or My Info and updating any account or personal information.

We shall treat all of your Account Information with the utmost respect for its confidential nature, and in accordance with our Privacy Policy.

You are solely and entirely responsible for maintaining the confidentiality of your password, and for any and all activities that occur under your account. If you believe someone has accessed any Service using your user name and password without your authorization, it is your responsibility to set up a new password. To do this, go to the My Info menu and click the "Change Password" button, and follow the instructions. Brain Power will not be responsible for any losses arising out of the unauthorized use of your user name, password and/or account, and you agree to indemnify and hold harmless Brain Power, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal uses of the same.

Unless otherwise addressed in this Agreement, the Brain Power® Services are subject to Brain Power's Privacy Policy, that can be found here and that by reference is made a part of this Agreement. It is important that you read and understand the terms of Brain Power's Privacy Policy. Brain Power may cooperate with and disclose information (including your Account Information) to any authority, government official or third-party, without giving any notice to you, in connection with any investigation, proceeding or claim arising from an asserted illegal action or infringement due to your use of the Brain Power® Services.

License
Brain Power grants to you a limited, non-exclusive, non-transferable license to access and use the Brain Power® Services. If you subscribe to any of the Brain Power® Services, this license is contingent upon your payment of any applicable fees and your compliance with any other terms and conditions applicable to you as a subscriber. By subscribing to or accessing any Service, you are representing to us that you are authorized to set up an account on behalf of a Facility or are authorized to use the PayPal account you use for payment. If you are a parent or guardian paying on behalf of a minor or other person, then you hereby agree to the terms of this Agreement and agree to take responsibility for the actions of such other person, any charges associated with that person's use of any of the Services, and that person's compliance with this Agreement

You agree to take such steps as are appropriate to ensure such compliance and will indemnify and hold Brain Power harmless from any breach of this Agreement. Any violation by you of the license provisions contained in this Section may result in the immediate termination of your right to use the Brain Power® Services. Brain Power reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws. ANY USE OF THE BRAIN POWER® SERVICES NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.
Restrictions
You agree that you will not:

* provide your password to any other person;
* translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Brain Power® Services or any portion of them;
* circumvent any technology used by Brain Power to protect content accessible via the Brain Power® Services;
* rent, lease or sublicense any of the Brain Power® Services;
* collect and use any product listings, descriptions, or prices;
* use any data mining, robots, or similar data gathering and extraction tools;
* download or copy account information for the benefit of another merchant;
* frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Brain Power;
* use any meta tags or any other "hidden text" utilizing Brain Power's name or trademarks; or
* use the Brain Power® Services in any way that violates the terms of this Agreement.
Security

The Brain Power® Services utilize technology to protect transmitted digital information. Your use of the Brain Power® Services may be limited by such technology. You acknowledge that, from time to time, Brain Power may modify or discontinue using such technology. Security modifications made by Brain Power may from time to time include required or automated updates, modifications, patches, and/or reinstallations of software. IF YOU ATTEMPT TO VIOLATE OR CIRCUMVENT ANY SYSTEM OR NETWORK SECURITY COMPONENTS OR TECHNOLOGY, YOU MAY BE SUBJECT TO CIVIL OR CRIMINAL LIABILITY.
Copyrights
As between you and Brain Power, you acknowledge that Brain Power owns or has a license to all title and copyrights in and to the Brain Power® Services, including all content on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software. All title and intellectual property rights in and to the licensed content in the Brain Power® Services is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties.
Brain Power Trademarks and Third-Party Trademarks
The following are registered trademarks or trademarks of Brain Power: Brain Power®, and its design logo, as well as certain other Brain Power trademarks, service marks, graphics, and logos (collectively, the "Brain Power Trademarks") used in connection with the Brain Power® Services. The Brain Power® Services may contain third-party trademarks, service marks, graphics, and logos. You are not granted any right or license with respect to Brain Power Trademarks or the trademarks of any third party.

Electronic Communications
When you visit Brain Power (www.TrainMyBrain.com) or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THIS SITE (WWW.TRAINMYBRAIN.COM) IS PROVIDED BY BRAIN POWER ON AN "AS IS" AND "AS AVAILABLE" BASIS. BRAIN POWER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.

BRAIN POWER DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM BRAIN POWER ARE FREE OF VIRUSES, INTERFERENCE, HACKING OR OTHER HARMFUL COMPONENTS AND BRAIN POWER DISCLAIMS ANY LIABILITY RELATING THERETO. WITHOUT PRIOR NOTICE, BRAIN POWER MAY MODIFY, SUSPEND, OR DISCONTINUE THE BRAIN POWER SERVICES (INCLUDING ANY CONTENT) OR YOUR USE OF THEM. WHENEVER BRAIN POWER ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE THE BRAIN POWER SERVICES, IT WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY.

BRAIN POWER WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR THE BRAIN POWER® SERVICES, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY INFORMATION TO US IS AT YOUR OWN RISK. BRAIN POWER DOES NOT ASSUME ANY LIABILITY TO YOU WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

INDEMNITY
YOU WILL INDEMNIFY AND HOLD BRAIN POWER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY SUITS OR CLAIMS ARISING OUT OF (I) YOUR BREACH OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY INFRINGEMENT BY YOU OF THE COPYRIGHT OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; OR (II) YOUR USE OF THE BRAIN POWER® SERVICES.

Third Parties
The Site and the Brain Power® Services may present links to third-party Web sites not owned or operated by us. We are not responsible for the availability of these third-party sites or their contents. You agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with your use of or reliance on any content of any such third-party site or goods or services available through any such third-party site.

Applicable Law and Assignment
By visiting the Brain Power Site or using the Brain Power Services, you agree that the laws of the state of California, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and Brain Power or its affiliates.

You will not sublicense, assign, or transfer the license granted to you under this Agreement. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Agreement is void.

Disputes
Any dispute relating in any way to your visit to the Brain Power Site or to products or services you purchase or use through Brain Power shall be submitted to confidential arbitration in Fresno, California, except that, to the extent you have in any manner violated or threatened to violate Brain Power's intellectual property rights, Brain Power may seek injunctive or other appropriate relief in any state or federal court in the state of California, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

Our Address
Brain Power Direct, Inc.
1130 E. Shaw Avenue, Suite 105
Fresno, CA 93710
559-227-2345

Brain Power, Inc. End User License and Services Agreement
IMPORTANT-- READ CAREFULLY: This End User License and Services Agreement ("Agreement") is a legal agreement between you and Brain Power Direct, Inc. ("Brain Power") providing, among other things, the terms and conditions for the use of the Brain Power® Software and Services (as defined below). THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS THAT MAY AFFECT YOUR LEGAL RIGHTS.

BY (I) INSTALLING, COPYING OR OTHERWISE USING THE BRAIN POWER® SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IN ORDER FOR YOU TO HAVE ACCESS TO THE BRAIN POWER® SOFTWARE AND SERVICES, THE TERMS OF THIS AGREEMENT MUST BE ACCEPTED BY YOU WITHOUT MODIFICATIONS, ADDITIONS OR DELETIONS. If you do not agree to the terms of this Agreement, you are not authorized to use the Software or Services.

YOU MAY BE DENIED ACCESS TO THE BRAIN POWER® SOFTWARE OR SERVICES, WITH OR WITHOUT PRIOR NOTICE, FOR NONCOMPLIANCE WITH ANY PROVISION OF THIS AGREEMENT.

1. SOFTWARE
A) Brain Power provides the Brain Power® software program (collectively, "Software") to you and grants to you a non-exclusive, non-transferable license to:
    (i) use the Software on multiple computers; and
    (ii) make one (1) copy (in machine-readable form) of the Software for back-up purposes only.

B) The Software is licensed, not sold. All rights not expressly granted under this Agreement are reserved.

C) Brain Power may, for free or subject to payment of usage fees, grant you a license for Updates (as defined below) or for plug-ins to the Software produced or distributed by Brain Power ("Plug-ins"). For purposes of this Agreement, "Updates" shall mean those updates, upgrades and error corrections to the Software produced or distributed by Brain Power which Brain Power makes generally available to users of the Software.

D) The Updates and the Plug-ins, as well as any printed, electronic and/or online documentation provided by Brain Power, are all deemed to be part of the Software. Your use of any of portion of the Software is subject to the terms of this Agreement.

2. RULES AND LIMITATIONS
A) Software. When using the Software, you shall not:
    (i) make any copies of the Software, except for the single backup copy permitted above;
    (ii) translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Software;
    (iii) copy, store, edit, change, prepare any derivative work of or alter in any way any of the content provided through the Software;
    (iv) rent, lease, lend or sublicense the Software; or
    (v) use the Brain Power® Software and Services unless such use is in compliance with the terms of this Agreement.

B) Services Generally. In order for you to use the Brain Power® Services (collectively, "Services"), you shall comply with the following criteria and terms:
    (i) you shall access the Services solely through Brain Power® Software;
    (ii) you acknowledge that you are not entitled to any commercial, sale, resale, reproduction, distribution or promotional use rights in or to the content of the Services;
    (iii) you acknowledge that Brain Power has the right to remove or add content from/to the Services without notice to you;
    (iv) you shall not distribute, share, export, burn or copy the content in the Services, except as explicitly authorized for a particular Service and in all cases for your personal purposes only;
    (v) you shall not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Services or any content therein, including for the purpose of disguising or changing ownership of any content;
    (vi) you shall not copy, store, transfer to an unauthorized device, edit, change, prepare any derivative work of or alter in any way, any of the content streamed or otherwise provided through the Services;
    (vii) you shall not attempt to, or encourage any other person to, circumvent, edit, defeat, impair, modify, alter or tamper in any way, or for any reason whatsoever, any digital rights management or copyright protection technology or mechanism embedded in or associated with the Services;
    (viii) you shall not access or attempt to access an account that you are not authorized to access.

C) Brain Power® Services. In addition to the criteria and terms set forth in Section 2(B) above, in order to subscribe to the Brain Power® Services, you shall comply with the following terms:
    (i) you shall provide accurate, current and complete information required to establish a valid customer account with Brain Power (your "Account");
    (ii) you shall maintain your Account with up-to-date information;
    (iii) you shall be responsible for maintaining the confidentiality and security of your Account, as well as for all activities that occur on or through your Account;
    (iv) you shall immediately report any unauthorized use of your Account to Brain Power, as well as any other breach of security;
    (v) you shall permit Brain Power to store and use personal data provided by you for purposes of maintaining your Account and for billing fees and other charges (e.g., taxes and late fees, as applicable);
    (vi) you shall be responsible for providing: (a) the DSL, cable modem or any other hardware or internet connectivity necessary to utilize the Brain Power® Services;
    (vii) you shall not share your password with any other person; and
    (viii) you shall not assign, sell or transfer your Account (or access thereto) to any other person.
    (ix) you shall be at least 18 years of age;
    (x) you shall permit all usage charges to be charged automatically to your credit card without prior notification;
    (xi) you may cancel the Brain Power® Services online at any time; and
    (xii) you acknowledge that you are not entitled to any refunds (including pro-rated refunds) for Brain Power® Services.

3. ELECTRONIC SIGNATURE AND INTENT TO BE BOUND
YOU ACKNOWLEDGE THAT EACH TIME YOU ELECTRONICALLY ORDER ANY OF THE BRAIN POWER® SOFTWARE AND SERVICES, SUBMIT ACCOUNT INFORMATION, SUBMIT NOTICES OF CANCELLATION OR CONDUCT ANY OTHER TYPE OF TRANSACTION THROUGH THE SERVICES, EACH SUCH TRANSACTION CONSTITUTES YOUR AGREEMENT AND INTENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

4. COPYRIGHT AND TRADEMARKS
A) Brain Power or its suppliers owns all title and copyrights in and to the Brain Power® Software and Services. All title and intellectual property rights in and to the content in the Services is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties. ANY USE OF THE BRAIN POWER® SOFTWARE AND SERVICES NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED AND MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS. ANY SUCH INFRINGEMENT MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES.

B) You shall maintain all copyright and other proprietary notices on all copies of the Brain Power® Software and Services.

C) The following are registered trademarks or trademarks of Brain Power: Brain Power® and its design logo, other names, phrases (® or ®), as well as certain other Brain Power trademarks, service marks, graphics, and logos (collectively, the "Brain Power Trademarks") used in connection with the Brain Power® Software and Services. The Brain Power® Software and Services may contain third-party trademarks, service marks, graphics and logos. You are not granted any right or license with respect to Brain Power Trademarks or the trademarks of any third party.

5. SECURITY
A) The Services may include a security framework using technology to protect digital information. Your use of the Services is limited by any such framework and the terms of this Agreement. You acknowledge that, from time to time, Brain Power may modify or discontinue using such security framework, which may further limit your access to the Services. Security modifications made by Brain Power may from time to time include required or automated updates, modifications, patches and/or reinstallations of Software. Any violation or attempt to violate any system or network security components may result in civil or criminal liability.

B) Your use of the Brain Power® Software and Services may be monitored by Brain Power for compliance purposes.

C) Brain Power may cooperate with and disclose information (including your Account information) to any authority, government official or third party, without giving any notice to you, in connection with any legal proceeding or claim arising from an asserted illegal action or infringement due to your use of the Brain Power® Software and Services.

6. EXPORT LAW ASSURANCES
A) You shall not use or otherwise export or re-export any of the Software except as authorized by United States laws and the laws of the jurisdictions in which the Software were obtained. In particular, but without limitation, the Software may not be exported or re-exported:
(i) into (or to a national or resident of) any U.S. embargoed countries; or
(ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List.

B) By using the Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

7. PRIVACY POLICY
Unless otherwise addressed in this Agreement, the Brain Power® Software and Services are subject to Brain Power's Privacy Policy, which can be found here and which by reference is made a part of this Agreement. It is important that you read and understand the terms of Brain Power's Privacy Policy.

8. AGREEMENT TO PAY
For as long as you subscribe to the Brain Power® Services or any time you order any other paid service or product: (i) you shall pay all fees and charges associated with such order on a timely basis, and (ii) all such fees and charges and any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with your Account will either be billed directly to you or charged through your PayPal account. It is your responsibility to maintain valid billing information in your User Profile and valid credit card information in your PayPal Account at all times.

9. TERM
This Agreement remains effective until terminated by you or terminated by Brain Power due to your noncompliance with any provision of this Agreement. Whenever this Agreement is terminated, regardless of the reason, you shall destroy the Software (including all copies, regardless of form) and cancel your Brain Power® Services.

10. NO WARRANTY
THE SOFTWARE IS LICENSED TO YOU "AS IS." THE BRAIN POWER® SERVICES ARE ALSO PROVIDED TO YOU “AS IS.” ANY USE OF THE BRAIN POWER® SOFTWARE AND SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BRAIN POWER AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.

11. DISCLAIMER AND LIMITATION OF REMEDIES
A) BRAIN POWER MAKES NO GUARANTEE, REPRESENTATION OR WARRANTY THAT USE OR RESULTS OF THE USE OF THE BRAIN POWER® SOFTWARE AND SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR WITHOUT ERRORS. THE ONLY EXCEPTION IS THE BRAIN POWER® PERFORMANCE GUARANTEE AS IS CURRENTLY OFFERED WITH ALL REQUIREMENTS AND RESTRICTIONS IN FORCE. BRAIN POWER MAY MODIFY, SUSPEND OR DISCONTINUE THE BRAIN POWER® SOFTWARE, SERVICES, AND PERFORMANCE GUARANTEE (INCLUDING ANY CONTENT) WITHOUT PRIOR NOTICE. BRAIN POWER WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SUCH MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE BRAIN POWER® SOFTWARE AND SERVICES.

B) IN NO EVENT WILL BRAIN POWER BE LIABLE TO YOU FOR DIRECT, INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, COSTS OF REPLACEMENT PRODUCTS OR SERVICES, LOST PROFITS, BUSINESS INTERRUPTION, CORRUPTION OF FILES, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS) EVEN IF BRAIN POWER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BRAIN POWER OR OTHERS SHALL CREATE A WARRANTY BINDING ON BRAIN POWER AND NEITHER YOU NOR ANY THIRD PARTY MAY RELY ON ANY SUCH INFORMATION OR ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU.

C) Reasonable efforts will be made by Brain Power to protect information submitted by you in connection with your account and the services; however, you acknowledge that your submission of any such information is at your sole risk. Brain Power does not assume any liability to you with regard to any loss or liability relating to such information in any way.

D) BRAIN POWER MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE BRAIN POWER SOFTWARE AND SERVICES WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING OR OTHER SECURITY INTRUSION, AND BRAIN POWER DISCLAIMS ANY LIABILITY RELATING THERETO. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP YOUR OWN COMPUTER SYSTEM.

E) WITH RESPECT TO THE SOFTWARE, BRAIN POWER AND ITS SUPPLIERS’ ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF ONE DOLLAR (US $1.00) OR THE TOTAL AMOUNT PAID BY YOU FOR THE PRODUCT AT ISSUE.

F) WITH RESPECT TO THE BRAIN POWER® SERVICES, BRAIN POWER AND ITS SUPPLIERS’ ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF ONE DOLLAR (US $1.00) OR THE TOTAL AMOUNT PAID BY YOU FOR THE SUBSCRIPTION RADIO SERVICE AT ISSUE DURING THE PRECEDING TWELVE (12) MONTHS.

G) In the event technical problems delay or prevent delivery of any Updates, Plug-ins or Brain Power® Services, your exclusive and sole remedy will be (in Brain Power's sole determination) replacement of such Updates, Plug-ins or Brain Power® Services.

12. INDEMNITY
WHENEVER YOU USE THE BRAIN POWER® SOFTWARE AND SERVICES, YOU SHALL INDEMNIFY AND HOLD BRAIN POWER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS AND LICENSORS HARMLESS WITH RESPECT TO:

A) ANY SUITS OR CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY INFRINGEMENT BY YOU OF THE COPYRIGHT OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY;

B) ANY REMOVAL OF OR REFUSAL TO PROCESS ANY INFORMATION OR CONTENT;

C) ANY SUSPENSION OR TERMINATION OF YOUR ACCESS TO THE BRAIN POWER® SOFTWARE AND SERVICES;
D) ANY WARNING GIVEN TO YOU BY BRAIN POWER; OR

E) ANY ACTION TAKEN BY BRAIN POWER AS PART OF ITS DUE DILIGENCE REGARDING A SUSPECTED VIOLATION OR AS A RESULT OF ITS DETERMINATION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED.

ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT ARE COVERED BY THIS PROVISION.

13. GENERAL
A) The Brain Power® Software and Services are owned or licensed by Brain Power and are protected by United States copyright laws and international treaty provisions. Except as specifically provided for in Section 1(E) above, you shall not sublicense, assign, or transfer the license under this Agreement or the Software or make or distribute copies of any of them. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations in violation of the provisions of this Agreement is void.

B) This Agreement shall be governed by the laws of the State of California. The exclusive jurisdiction for any claim, action or dispute with Brain Power or relating in any way to your use of the Brain Power® Software and Services shall be in the state and federal courts of the State of California and the exclusive venue for the adjudication or disposition of any such claim, action or dispute shall be in Fresno, California.

C) Should you have any questions concerning this Agreement or need technical support, you may contact Brain Power Support by visiting Support Page.

D) Brain Power may send notices to you with respect to the Brain Power® Software and Services by sending an email message to the email address listed in your Account information or by sending a letter via U.S. mail to the contact address listed in your Account information. Unless otherwise stated in the notices, the notices shall become effective immediately.

E) Brain Power reserves the right, at any time and from time to time, to update, revise, supplement and otherwise modify this Agreement and to impose new or additional rules, policies, terms or conditions (collectively, the "Additional Terms") on your use of the Brain Power® Software and Services. Such updates, revisions, supplements, modifications and Additional Terms will be effective immediately and incorporated into this Agreement. Your continued use of the Brain Power® Software and Services following such updates, revisions, supplements, modifications and Additional Terms will be deemed to constitute your acceptance of all of them. All updates, revisions, supplements, modifications and Additional Terms are hereby incorporated into this Agreement by this reference.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND SHALL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

Copyright © 2010 Brain Power Direct, Inc.

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