Brainy Contract Terms

1. Account Terms

Which means

You are responsible for your Account, the Materials you provide to Brainy's team, the accounts you sync, the answers you provide to our team, and the review and approval of Brainy's work . If you violate Brainy's terms of service we may cancel your service access. If we need to reach you, we will communicate via the Primary Email Address.

To access and use the Services, you must fill out a Brainy New Account Signup Form ("Signup Form"). To complete your Signup Form registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated as required. Brainy may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
You confirm that you are receiving any Services provided by Brainy for the purposes of carrying on a business activity and not for any personal, household or family purpose.
You acknowledge that Brainy will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you ("Primary Email Address"). You must monitor the Primary Email Address you provide to Brainy and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with Brainy can only be authenticated if they come from your Primary Email Address.
You are responsible for keeping your email and accounting software passwords secure. Brainy cannot and will not be liable for any loss or damage from your failure to maintain the security of your accounts. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.
Technical support in respect of the Services is only provided to Brainy Users. Questions about the Terms of Service should be sent to Brainy Support.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Brainy.
You agree not to reverse engineer Brainy's Services.
You understand that your Materials 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. "Materials" means Your Trademarks, written content, information, or other data provided or made available by you or your affiliates to Brainy or its affiliates.

2. Account Activation

Which means

Only one person can be the "Client Account Owner", usually the person signing up for the Brainy Service. The Client Account Owner is responsible for the Account, is bound by these Terms of Service and is responsible for the actions of others accessing the Account. If you sign up on behalf of your employer, your employer is the Client Account Owner responsible for your Account.

We may recommend or create certain accounts for you to administer services. You are responsible for activating and deactivating these accounts and complying with their terms, which may be with various third parties, including but not limited to Quickbooks, Xero, Gusto, and Helcim. Any Service or third party account you purchase through us will automatically renew unless you opt out.

2.1 Client Account Owner

Subject to Section 2.1.2, the person signing up for the Service by opening an Account will be the contracting party ("Client Account Owner ") for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Client Account Owner in connection with the Service.
If you are signing up for the Services on behalf of your employer, your employer will be the Client Account Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
Your Brainy Account can only be associated with one Client Account Owner. A Client Account Owner may have multiple Brainy Accounts.

2.2 Staff Access

The Client Account Owner is responsible for: (a) ensuring its employees, agents and subcontractors comply with these Terms of Service; and (b) any breach of these Terms of Service by the Client Account Owner's employees, agents or subcontractors. The Client Account Owner acknowledges and agrees that Client Account Owner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Client Account Owner.
The Client Account Owner and any users operating and interacting with Brainy on their behalf are each referred to as a "Brainy User".

3. Brainy Rights

Which means

Brainy has the right to control who we make our Services available to and we can modify them at any time. We may offer our services to your competitors, but we will never share your confidential information with them in doing so. In the event of an ownership dispute over a Brainy Account, we can freeze a Brainy Account or transfer it to the rightful owner, as determined by us.

The Services have a range of features and functionalities. Not all Services or features will be available to all Clients at all times and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any Brainy employee, member, or officer will result in immediate Account termination.
We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that Brainy employees and contractors may also be Brainy customers or Clients and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.
In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, or confirmation of your status as an employee of an entity.
Brainy reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Client Account Owner. If we are unable to reasonably determine the rightful Client Account Owner, without prejudice to our other rights and remedies, Brainy reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.
Brainy may receive affiliate referral fees from third-party providers used in the course of providing Services to Clients. These providers may include, but are not limited to, Gusto and Quickbooks.

4. Your Responsibilities

Which means

You are responsible for the information you provide to Brainy, not us. If you rely on Brainy services, your use of our services is subject to the following terms.

You are solely responsible for the data and information you give Brainy access to through the Services (including accounts you sync, bank statements, transaction logs, transaction identification, taxes, instructions you provide us, M&A prep), including compliance with any applicable laws or regulations.
You may not use the Brainy Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction, the laws applicable to you in your customer's jurisdiction, or the laws of Texas and the USA. You will comply with all applicable laws, rules and regulations in your use of the Service and your performance of obligations under the Terms of Service.
You agree not to hire or attempt to solicit for hire a current or former Brainy employee or contractor during and for a period of two (2) years after the end of your active contract term with Brainy. If you do hire a current or former Brainy employee or contractor or solicit to hire and thereby cause the departure of a current Brainy employee or contractor, you agree to pay a fee of $50,000.00 USD to Brainy for each instance.
You agree to the terms of Brainy's Service Limitations.

5. Payment of Fees and Taxes

Which means

A valid payment method (such as a credit card) must remain on file to pay all service fees, including the subscription, hourly add-ons, fixed add-ons, credit card processing fees, taxes (if applicable) and additional fees required. You will be billed for your Subscription Fees every 30 days. Any Transaction Fees or Additional Fees will be charged to your payment method. If we are unable to process payment of Fees using your payment method, we may make subsequent attempts to process payment of Fees using your payment method. If payment of Fees is unsuccessful within 14 days of our initial attempt to process payment, Brainy may freeze your Account. You are responsible for all taxes relating to your Store or use of the Services. You may be required to remit Taxes to Brainy or to self-remit to your local taxing authority. No refunds.

You will pay the Fees applicable to your subscription to Bookkeeping and Other Services ("Subscription Fees") and any other applicable fees, including but not limited to applicable fees relating to your monthly expenses ("Subscription Plan Tier"), and any fees relating to your use of any products or services such as Quickbooks, Payroll, Tax Support, or Third Party Services ("Additional Fees"). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the "Fees".
You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Brainy will charge applicable Fees to any valid payment method that you authorize ("Authorized Payment Method"), and Brainy will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments will be in U.S. currency.
Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a "Billing Date"). Transaction Fees and Additional Fees will be charged from time to time at Brainy's discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Client Account Owner via the Primary Email Address provided. Clients have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
Brainy's Fees are subject to change at any time at Brainy's discretion. Depending on the nature of your business, our Fees may be higher or lower than advertised at Brainy's sole discretion.
If we are not able to process payment of Fees using an Authorized Payment Method, we may make subsequent attempts to process payment using any Authorized Payment Method. If we are unable to successfully process payment of Fees using an Authorized Payment Method within 14 days of our initial attempt, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to communicate with Brainy's Team or make requests during any period of suspension. If the outstanding Fees remain unpaid for 30 days following the date of suspension, Brainy reserves the right to terminate your Account.
All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future ("Taxes").
You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Brainy's products and services. To the extent that Brainy charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Brainy of your exemption. If you are not charged Taxes by Brainy, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
For the avoidance of doubt, all sums payable by you to Brainy under these Terms of Service will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Brainy to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. Brainy will be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
Brainy does not provide refunds.

6. Confidentiality

Which means

Both you and Brainy agree to use the Confidential Information of the other only to perform the obligations in these Terms of Service. Confidential Information must be protected and respected.

"Confidential Information" will include, but will not be limited to, any and all information associated with a party's business and not publicly known, including specific business information, bank statements, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Brainy's Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
Each party agrees to use the other party's Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party's obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party's Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

7. Limitation of Liability and Indemnification

Which means

We are not responsible for damages or lawsuits that arise if you break the law, breach this agreement or go against the rights of a third party. The Service is provided on an "as is" and "as available" basis. We provide no warranties and our liability is limited in the event of errors or interruptions.

You expressly understand and agree that, to the extent permitted by applicable laws, Brainy and its contractors will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service or these Terms of Service (however arising, including negligence).
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Brainy partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (a) your breach of these Terms of Service or the documents it incorporates by reference; (b) or your violation of any law or the rights of a third party.
You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach.
Your use of the Services is at your sole risk. The Services are provided on an "as is" and "as available" basis without any warranty or condition, express, implied or statutory.
Brainy does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
Brainy does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
Brainy is not responsible for any of your tax obligations or liabilities related to the use of Brainy's Services.
Brainy does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

8. Privacy and Data Protection

Which means

Brainy's use and collection of personal information is governed by our Privacy Policy. Brainy's use and collection of customer personal information is further governed by our Data Processing Addendum.

Brainy is firmly committed to protecting the privacy of your personal information and the personal information of your employees, contractors, clients, and customers. By using the Service, you acknowledge and agree that Brainy's collection, usage and disclosure of this personal information is governed by our Privacy Policy.

9. Term and Termination

Which means

To initiate a termination, you must contact Support. Brainy will respond with specific information regarding the termination process for your account. Once termination is confirmed, services contracted through Brainy will no longer be provided. If you cancel in the middle of your billing cycle, we'll complete services through the end of any term already paid for.

We may terminate your account at any time.

The term of these Terms of Service will begin on the date of your completed registration for use of a Service and continue until terminated by us or by you, as provided below (the "Term").
Any services offered at no cost as part of a promotion are only available once per Company. A valid credit card is required before the start of any promotional services. If a cancellation notice is not received before the end of a free promotional period, you will be automatically billed at the start of the next payment period. Any amount billed is non-refundable.
You may cancel your Account and terminate the Terms of Service at any time by contacting Brainy Support and then following the specific instructions indicated to you in Brainy's response.
Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.
Upon termination of the Services by either party for any reason:
1. Brainy will cease providing you with the Services and you will no longer be able to communicate with Brainy Team members;
2. Unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise; and
Any outstanding balance owed to Brainy for your use of the Services through the effective date of such termination will immediately become due and payable in full.
Following termination, it will be your sole responsibility to handle all matters related to work performed by Brainy.
If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

10. Modifications

Which means

If we make a material change to the Terms of Service that adversely affects your rights under the Terms of Service or your use of our Services in a material way, we will notify you in advance (unless the change relates to legal requirements or to prevent abuse of our Services, among other things).

We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Primary Email Address, or by similar means. However, Brainy may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect for legal, regulatory, fraud and abuse prevention, or security reasons. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.
Brainy may change the Fees for the Services from time-to-time. We will provide you with 30 days advance notice prior to any changes in Fees by sending an email to the Primary Email Account, or by similar means. Brainy will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof).

11. General Conditions

Which means

The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Brainy and govern your use of the Services and your Account, superseding any prior agreements between you and Brainy (including, but not limited to, any prior versions of the Terms of Service).
The failure of Brainy to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service will remain in full force and effect.
Save for Brainy and its affiliates, you or anyone accessing Brainy Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service will have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.
The Terms of Service will be governed by and interpreted in accordance with the laws of the state of Texas and the laws of the United States applicable therein, without regard to principles of conflicts of laws.
The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Brainy's Terms of Service available in another language, the most current English version of the Terms of Service will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by Brainy (acting in its sole discretion) or as required by applicable law.
All the terms and provisions of the Terms of Service will be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. Brainy will be permitted to assign these Terms of Service without notice to you or consent from you. You will have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Brainy's prior written consent, to be given or withheld in Brainy's sole discretion.
If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
On termination, all related rights and obligations under the Terms of Service immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; and Sections 1 (Account Terms), 4.3 (Non-Solicitation), 5 (Payment of Fees and Taxes), 6 (Confidentiality), 7 (Limitation of Liability and Indemnification), 8.1 (Intellectual Property and Your Materials), 9 (Term and Termination), 10(1) (Modifications), and 11 (General Conditions) will survive the termination or expiration of these Terms of Service.