Online Usage Agreement for Members
PLEASE READ THIS TERMS & CONDITIONS CAREFULLY AND IN ITS ENTIRELY IF YOU WISH TO BECOME A MEMBER AND BEFORE ACCESSING OR USING THE WEBSITE.
ACKNOWLEDGEMENT AND ACCEPTANCE USAGE AGREEMENT
This Terms will be applied fully and affect to your use of this Website. By using this Website, you agreed to accept all terms and conditions written in here. You must not use this Website if you disagree with any of this Terms and Conditions. By using the BigBrainBank Website in connection with the Services, you represent that (1) you have read, understand, and agree to be bound by this terms and conditions, and (2) you have the authority to enter into this agreement personally or on behalf of the company you have named as the Member, and to bind that company to these terms. The terms “you”, “your”, and “Member” refer to you and the legal entity that is the Member which you work for or represent. This Usage Agreement includes the BigBrainBank Privacy Policy and terms and conditions established for the usage as set forth therein and otherwise referenced in this Agreement. In the event of a conflict between any term of this Agreement and a term of a BigBrainBank policy, this Agreement shall control with respect to such conflict.
You agree and understand that certain features of the BigBrainBank may be subject to additional terms and conditions or registration requirements. You agree to abide by these additional terms and you further agree that a violation of those terms shall constitute a breach of this Agreement. This Agreement expressly supersedes prior agreements with you. With the exception of the mutual obligation to arbitrate disputes, we reserve the right to modify or amend any other terms of this Agreement from time to time without notice; your continued use of the Application following the posting of changes to the terms shall constitute your acceptance of such changes. You are responsible for regularly reviewing this Agreement. Continued use of the Website after any such changes are made to this Agreement shall constitute your consent to such changes. BigBrainBank does not and will not assume any obligation to notify you of any changes to this Agreement, or the creation or modification of any additional terms.
1. THE USAGE
- Grant of Access and Use. Subject to your compliance with the terms and conditions of this Agreement, BigBrainBank grants you a limited, non-exclusive, non-sub licensable, revocable, non-transferrable right to access and use: (i) the Usage, including access to and use of the Website; and (ii) access and use ant content, information and related materials that may be made available through the Usage, in each case solely in connection with your use of the Usage. Minors or people below 18 years old are not allowed to use this Website. Any rights not expressly granted herein are reserved by BigBrainBank and BigBrainBank’s licensors.
- Accounts. In order to use most aspects of the Usage, you must register for and maintain an active Account with BigBrainBank. Account registration requires you to submit to BigBrainBank certain personal information, such as your full name, home address, email address and phone number, as well as valid photos of your identification card. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result it your inability to access and use of the Website, or BigBrainBank’s termination of this Terms with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by BigBrainBank in writing, you may only take one Account.
- Account Requirements and Conduct. You may not authorize third parties to use your Account. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Website and you may only use the Website for lawful purposes. You will not in your use of the Website cause nuisance, annoyance or inconvenience. In certain instances you may be asked to provide proof of identity to access or use the Website, and you agree that you may be denied access to or use of the Website if you refuse to provide proof of identity.
- Restrictions. You may not : (i) remove any copyright, trademark or other proprietary notices from any portion of the Website; (ii) reproduce, modify, prepare derivate works based upon, distribute, license, lease, sell, resell. Transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Website except as expressly permitted by BigBrainBank; (iii) decompile, reverse engineer or disassemble the Website except as may be permitted by applicable law, or in any way may cause harm to the Website, or to any person or business entity; (iv) attempt to gain unauthorized access to or impair any aspect of the Website or related systems or networks; (v) use this Website to engage in any advertising or marketing; or (vi) publicly performing and/ or showing any Website material to unrelated person.
Certain areas of this Website are restricted from being access publicly and this restriction only accessible by the registered accounts. Any user ID and password you may have for this Website are confidential and you must main confidentiality as well.
- Third Party Website and Content. The Website may be made available or accessed in connection with third party website and content that BigBrainBank does not control, including but not limited to payment processing services and various advertising services. You acknowledge that different terms of use and privacy policies may apply to your use of such third party website and content. BigBrainBank has no control over and does not endorse such third party website and content and in no event shall BigBrainBank be responsible or liable for any interactions you may have with or any products or services you may receive from such third party providers.
2. INTELLECTUAL PROPERTY OWNERSHIP
Member acknowledges that all the intellectual property rights in the BigBrainBank Website, the usage and any information generated or submitted to BigBrainBank while performing are owned by BigBrainBank or BigBrainBank’s licensors or suppliers. Member shall not obtain, by this Agreement, any right, title or interest in the trademarks of BigBrainBank or BigBrainBank’s licensors, affiliates or suppliers, nor shall this Agreement give member the right to use, refer to, or incorporate in marketing or other materials the name, logos, trademarks or copyrights of BigBrainBank. Member agrees not to reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the BigBrainBank IP, or rent, lease, loan or sell access to the BigBrainBank IP.
3. CONFIDENTIALITY
- Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information shall not include any information that (a) is or becomes generally known to the Receiving Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without access to, or used of, the Disclosing Party’s Confidential Information.
- Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and the Receiving Party shall only disclose the Confidential Information of the Disclosing Party to those of the Receiving Party’s employees, contractors and agents who need such access to perform obligations or exercise rights under this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
- Compelled Disclosure. The Receiving Party may disclosure Confidential Information of the Disclosing Party to the extent such disclosure is compelled by law, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
4. LIMITATION OF LIABILITY
IN NO EVENT SHALL BIGBRAINBANK, NOR ANY OF ITS OFFICERS, DIRECTORS AND EMPLOYEES, SHALL BE HELD LIABLE FOR ANYTHING ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THIS WEBSITE WHETHER SUCH LIABILITY IS UNDER CONTRACT. BIGBRAINBANK INCLUDING ITS OFFICERS, DIRECTORS AND EMPLOYEES SHALL NOT BE HELD LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THIS WEBSITE.
5. ASSIGNMENT
This Agreement and your rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without BigBrainBank’s express prior written consent. Any attempted assignment, delegation or transfer in violation of the foregoing will be null and void. BigBrainBank may assign this Agreement or any of its rights under this Agreement to any third party with or without your written consent.
6. WARRANTIES
This Website is provided as is with all faults, and BigBrainBank express no representations or warranties, of any kind related to this Website or the materials contained on this Website. Also, nothing contained on this Website shall be interpreted as advising you.
7. INDEMNIFICATION
You hereby indemnify to the fullest extent BigBrainBank from and against any and/ or all liabilities, costs, demands, cause of action, damages and expenses arising in any way related to your breach of the provisions of these Terms.
8. ENTIRE AGREEMENT
This Agreement and the BigBrainBank Terms of Use constitute the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and understandings between the parties. Except as permitted herein, no modification or amendment to this Agreement will be effective unless in writing and signed by the party to be charged. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Services Engagement, the terms of this Agreement shall prevail.
9. CONTACTING BIGBRAINBANK
If you wish to report a violation of the Usage Agreement, have any questions or need assistance, please contact BigBrainBank at customerservice@bigbrainbank.org.
